As filed with the Securities and Exchange Commission on November 9, 2001

Registration No. 333-
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________________________________________________________________________________

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------

FORM S-6

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. [ ]
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JOHN HANCOCK VARIABLE LIFE ACCOUNT UV
(Exact name of trust)

JOHN HANCOCK LIFE INSURANCE COMPANY
(Name of depositor)

JOHN HANCOCK PLACE
INSURANCE & SEPARATE ACCOUNTS DEPT.-LAW SECTOR
BOSTON, MASSACHUSETTS 02117
(Complete address of depositor's principal executive offices)
--------------------

RONALD J. BOCAGE, ESQ.
INSURANCE & SEPARATE ACCOUNTS DEPT.-LAW SECTOR
JOHN HANCOCK LIFE INSURANCE COMPANY
JOHN HANCOCK PLACE, BOSTON, 02117
(Name and complete address of agent for service)
--------------------

Copy to:
THOMAS C. LAUERMAN, ESQ.
Foley & Lardner
3000 K Street, N.W.
Washington, D.C. 20007
--------------------

Approximate date of proposed public offering: as soon as practicable after the
effective date of this Registration Statement.

Title and amount of securities being registered: interests under flexible
premium variable life contracts.

The Registration hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

PROSPECTUS DATED ________ __, 2001

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VARIABLE ESTATE PROTECTION PLUS
-----------------------------------------------------------------------

a flexible premium variable life survivorship insurance policy
issued by
JOHN HANCOCK LIFE INSURANCE COMPANY ("JOHN HANCOCK")

The policy provides an investment option with fixed rates of return
declared by John Hancock and the following variable investment options:

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VARIABLE INVESTMENT OPTION MANAGED BY
- -------------------------- ----------

Equity Index ........................................... SSgA Funds Management, Inc.
Growth & Income ........................................ Independence Investment LLC and Putnam Investment Management, LLC
Large Cap Value ........................................ T. Rowe Price Associates, Inc.
Large Cap Value CORE /SM/ .............................. Goldman Sachs Asset Management
Large Cap Growth ....................................... Independence Investment LLC
Large Cap Aggressive Growth ............................ Alliance Capital Management L.P.
Large/Mid Cap Value .................................... Wellington Management Company, LLP
Fundamental Growth ..................................... Putnam Investment Management, LLC
Mid Cap Growth ......................................... Janus Capital Corporation
Small/Mid Cap CORE /SM/ ................................ Goldman Sachs Asset Management
Small/Mid Cap Growth ................................... Wellington Management Company, LLP
Small Cap Equity ....................................... Capital Guardian Trust Company
Small Cap Value ........................................ T. Rowe Price Associates, Inc.
Small Cap Growth ....................................... John Hancock Advisers, Inc.
V.A. Relative Value .................................... John Hancock Advisers, Inc.
AIM V.I. Value ......................................... A I M Advisors, Inc.
AIM V.I. Growth ........................................ A I M Advisors, Inc.
Fidelity VIP Growth .................................... Fidelity Management and Research Company
Fidelity VIP Contrafund(R).............................. Fidelity Management and Research Company
MFS Investors Growth Stock ............................. MFS Investment Management(R)
MFS Research ........................................... MFS Investment Management(R)
MFS New Discovery ...................................... MFS Investment Management(R)
International Equity Index ............................. Independence Investment LLC
International Opportunities ............................ T. Rowe Price International, Inc.
International Equity ................................... Goldman Sachs Asset Management
Emerging Markets Equity ................................ Morgan Stanley Investment Management Inc.
Janus Aspen Worldwide Growth ........................... Janus Capital Corporation
Real Estate Equity ..................................... Independence Investment LLC and Morgan Stanley Investment Management Inc.
Health Sciences ........................................ Putnam Investment Management, LLC
V.A. Financial Industries .............................. John Hancock Advisers, Inc.
Janus Aspen Global Technology .......................... Janus Capital Corporation
Managed ................................................ Independence Investment LLC and Capital Guardian Trust Company
Global Balanced ........................................ Capital Guardian Trust Company
Short-Term Bond ........................................ Independence Investment LLC
Bond Index ............................................. Mellon Bond Associates, LLP
Active Bond ............................................ John Hancock Advisers, Inc.
V.A. Strategic Income .................................. John Hancock Advisers, Inc.
High Yield Bond ........................................ Wellington Management Company, LLP
Global Bond ............................................ Capital Guardian Trust Company
Money Market ........................................... Wellington Management Company, LLP
- ------------------------------------------------------------------------------------------------------------------------------------

The variable investment options shown on page 1 are those available as of the
date of this prospectus. We may add, modify or delete variable investment
options in the future.

When you select one or more of these variable investment options, we invest
your money in the corresponding investment option(s) of one or more of the
following: the John Hancock Variable Series Trust I, the John Hancock
Declaration Trust, the AIM Variable Insurance Funds, Fidelity's Variable
Insurance Products Fund (Service Class) and Variable Insurance Products Fund II
(Service Class), the MFS Variable Insurance Trust (Initial Class Shares), and
the Janus Aspen Series (Service Shares Class) (together, "the Series Funds"). In
this prospectus, the investment options of the Series Funds are referred to as
"funds". In the prospectuses for the Series Funds, the investment options may
be referred to as "funds", "portfolios" or "series".

Each Series Fund is a so-called "series" type mutual fund registered with the
Securities and Exchange Commission ("SEC"). The investment results of each
variable investment option you select will depend on those of the corresponding
fund of one of the Series Funds. Each of the funds is separately managed and has
its own investment objective and strategies. Attached at the end of this
prospectus are prospectuses for the Series Funds. The Series Fund prospectuses
contain detailed information about each available fund. Be sure to read those
prospectuses before selecting any of the variable investment options shown on
page 1.

* * * * * * * * * * * *

Please note that the SEC has not approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

* * * * * * * * * * * *

JOHN HANCOCK LIFE SERVICING OFFICE
----------------------------------

Express Delivery U.S. Mail
---------------- ---------
529 Main Street (X-4) P.O. Box 111
Charlestown, Ma 02129 Boston, Ma 02117

Phone: 1-800-732-5543

Fax: 1-617-886-3048

GUIDE TO THIS PROSPECTUS

This prospectus contains information that you should know before you buy a
policy or exercise any of your rights under the policy. However, please keep in
mind that this is a prospectus - - it is not the policy. The prospectus
---
simplifies many policy provisions to better communicate the policy's essential
features. Your rights and obligations under the policy will be determined by the
language of the policy itself. When you receive your policy, read it carefully.

This prospectus is arranged in the following way:

. The section which follows is called "Basic Information". It is in a
question and answer format. We suggest you read the Basic Information
section before reading any other section of the prospectus.

. Behind the Basic Information section are illustrations of
hypothetical policy benefits that help clarify how the policy works.
These start on page 24.

. Behind the illustrations is a section called "Additional Information"
that gives more details about the policy. It generally does not
---
repeat information that is in the Basic Information section. A table
of contents for the Additional Information section appears on page
33.

. Behind the Additional Information section are the financial
statements for John Hancock and Separate Account UV. These start on
page 48.

. Finally, there is an Alphabetical Index of Key Words and Phrases at
the back of the prospectus on page ___.

After the Alphabetical Index of Key Words and Phrases, this prospectus ends and
the prospectuses for the Series Funds begin.

**********

BASIC INFORMATION

This part of the prospectus provides answers to commonly asked questions about
the policy. Here are the page numbers where the questions and answers appear:

Question Beginning on page
- -------- -----------------

.What is the policy? ......................................... 5

.Who owns the policy? ........................................ 5

.How can I invest money in the policy? ....................... 5

.Is there a minimum amount I must invest? .................... 7

.How will the value of my investment in the policy change
over time? ................................................. 8

.What charges will John Hancock deduct from my investment
in the policy? ............................................. 9

.What charges will the Series Funds deduct from my
investment in the policy? .................................. 11

.What other charges could John Hancock impose in the future?.. 14

.How can I change my policy's investment allocations? ........ 14

.How can I access my investment in the policy? ............... 15

.How much will John Hancock pay when the last insured person
dies? ...................................................... 16

.What optional rider benefits can I choose? .................. 19

.How can I change my policy's insurance coverage? ............ 19

.Can I cancel my policy after it's issued? ................... 20

.Can I choose the form in which John Hancock pays out policy
proceeds? .................................................. 20

.To what extent can John Hancock vary the terms and conditions
of its policies in particular cases? ....................... 21

.How will my policy be treated for income tax purposes? ...... 21

.How do I communicate with John Hancock? ..................... 22

WHAT IS THE POLICY?

This is a so-called "survivorship" policy that provides coverage on two
insured persons. The policy's primary purpose is to provide lifetime protection
against economic loss due to the death of the last surviving insured person. If
the life insurance protection is provided under a master group policy, the term
"policy" as used in this prospectus refers to the certificate you will be issued
and not to the master group policy. The value of the amount you have invested
under the policy may increase or decrease daily based upon the investment
results of the variable investment options that you choose. The amount we pay to
the policy's beneficiary upon the death of the last surviving insured person (we
call this the "death benefit") may be similarly affected.

While either of the insured persons is alive, you will have a number of
options under the policy. Here are some major ones:

. Determine when and how much you invest in the various investment
options

. Borrow or withdraw amounts you have in the investment options

. Change the beneficiary who will receive the death benefit

. Change the amount of insurance

. Turn in (i.e., "surrender") the policy for the full amount of its
surrender value

. Choose the form in which we will pay out the death benefit or other
proceeds

Most of these options are subject to limits that are explained later in this
prospectus.

WHO OWNS THE POLICY?

That's up to the person who applies for the policy. The owner of the policy is
the person who can exercise most of the rights under the policy, such as the
right to choose the investment options or the right to surrender the policy. In
many cases, the person buying the policy is also the person who will be the
owner. However, the application for a policy can name another person or entity
(such as a trust) as owner. Whenever we've used the term "you" in this
prospectus, we've assumed that the reader is the person who has whatever right
or privilege is being discussed. There may be tax consequences if the owner and
the insured person are different, so you should discuss this issue with your tax
adviser.

HOW CAN I INVEST MONEY IN THE POLICY?

Premium Payments

We call the investments you make in the policy "premiums" or "premium
payments". The amount we require as your first premium depends upon the
specifics of your policy and the

insured person. Except as noted below, you can make any other premium payments
you wish at any time. That's why the policy is called a "flexible premium"
policy.

Minimum premium payment

Each premium payment must be at least $100.

Maximum premium payments

Federal tax law limits the amount of premium payments you can make relative to
the amount of your policy's insurance coverage. We will not knowingly accept any
amount by which a premium payment exceeds the maximum. If you exceed certain
other limits, the law may impose a penalty on amounts you take out of your
policy. We'll monitor your premium payments and let you know if you're about to
exceed this limit. More discussion of these tax law requirements begins on page
41. Also, we may refuse to accept any amount of an additional premium if:

. that amount of premium would increase our insurance risk exposure,
and

. the insured persons don't provide us with adequate evidence that they
continue to meet our requirements for issuing insurance.

In no event, however, will we refuse to accept any premium necessary to prevent
the policy or the guaranteed minimum death benefit feature from terminating. We
reserve the right to limit premium payments above the amount of cumulative
Guaranteed Minimum Death Benefit Premiums (whether or not the guaranteed minimum
death benefit feature described on page 7 is in effect).

Ways to pay premiums

If you pay premiums by check or money order, they must be drawn on a U.S. bank
in U.S. dollars and made payable to "John Hancock Life." We will not accept
credit card checks. We will not accept starter or third party checks if they
fail to satisfy our administrative requirements. Premiums after the first must
be sent to the John Hancock Life Servicing Office at the appropriate address
shown on page 2 of this prospectus.

We will also accept premiums:

. by wire or by exchange from another insurance company,

. via an electronic funds transfer program (any owner interested in
making monthly premium payments must use this method), or

. if we agree to it, through a salary deduction plan with your
employer.

You can obtain information on these other methods of premium payment by
contacting your John Hancock representative or by contacting the John Hancock
Life Servicing Office.

IS THERE A MINIMUM AMOUNT I MUST INVEST?

Planned Premiums

The Policy Specifications page of your policy will show the "Planned Premium"
for the policy. You choose this amount in the policy application. The premium
reminder notice we send you is based on this amount. You will also choose how
often to pay premiums-- annually, semi-annually, quarterly or monthly. The date
on which such a payment is "due" is referred to in the policy as a "modal
processing date." However, payment of Planned Premiums is not necessarily
required. You need only invest enough to keep the policy in force (see "Lapse
and reinstatement" and "Guaranteed minimum death benefit feature" below).

Lapse and reinstatement

Either your entire policy or the Additional Sum Insured portion of your Total
Sum Insured can terminate (i.e., "lapse") for failure to pay charges due under
the policy. If the guaranteed minimum death benefit feature is in effect, only
the Additional Sum Insured, if any, can lapse. If the guaranteed minimum death
benefit feature is not in effect, the entire policy can lapse. In either case,
if the policy's surrender value is not sufficient to pay the charges on a
monthly deduction date (as defined on page 36), we will notify you of how much
you will need to pay to keep any Additional Sum Insured or the policy in force.
You will have a 61 day "grace period" to make that payment. If you don't pay at
least the required amount by the end of the grace period, the Additional Sum
Insured or your policy will lapse. If your policy lapses, all coverage under the
policy will cease. Even if the policy or the Additional Sum Insured terminates
in this way, you can still reactivate (i.e., "reinstate") it within 2 years from
the beginning of the grace period. You will have to provide evidence that the
surviving insured persons still meet our requirements for issuing coverage. You
will also have to pay a minimum amount of premium and be subject to the other
terms and conditions applicable to reinstatements, as specified in the policy.
If the guaranteed minimum death benefit is not in effect and the last surviving
insured person dies during the grace period, we will deduct any unpaid monthly
charges from the death benefit. During such a grace period, you cannot make a
partial withdrawal or policy loan.

Guaranteed minimum death benefit feature

This feature is available only if the insured persons meet certain
underwriting requirements and only if you've elected death benefit Option A (see
"How much will John Hancock pay when the last insured person dies?" on page 16).
The feature guarantees that your Basic Sum Insured will not lapse, regardless of
adverse investment performance, if both of the following are true:

. any Additional Sum Insured under the policy is not scheduled to
exceed the Basic Sum Insured at any time (see "How much will John
Hancock pay when the last insured person dies?" on page 16), and

. on each monthly deduction date the amount of cumulative premiums you
have paid accumulated at 4% (less all withdrawals from the policy
accumulated at 4%) equals or exceeds the sum of all Guaranteed
Minimum Death Benefit Premiums due to date accumulated at 4%.

The Guaranteed Minimum Death Benefit Premium (or "GMDB Premium) is defined in
the policy and one-twelfth of it is "due" on each monthly deduction date. On the
application for the policy, you may elect for this feature to extend beyond the
tenth policy year. If you so elect, we will impose a special charge for this
feature after the tenth policy year. You may revoke the election at any time.

No GMDB Premium will ever be greater than the so-called "guideline premium"
for the policy as defined in Section 7702 of the Internal Revenue Code. Also,
the GMDB Premiums may change in the event of any change in the Additional Sum
Insured of the policy or any change in the death benefit option (see "How much
will John Hancock pay when the last insured person dies?" on page 16).

If the guaranteed minimum death benefit test is not satisfied on any monthly
deduction date, we will notify you immediately and tell you how much you will
need to pay to keep the feature in effect. You will have 61 days after default
to make that payment. If you don't pay at least the required amount by the end
of that period, the feature will lapse. The feature may be reinstated in
accordance with the terms of the policy within 5 years after the monthly
deduction date on which default occurred. If it is reinstated more than 1 year
after such monthly deduction date, we will require evidence that the surviving
insured persons still meet our requirements for issuing coverage. We may refuse
to reinstate the feature more than once during the life of the policy.

The guaranteed minimum death benefit feature applies only to the Basic Sum
Insured. It does not apply to any amount of Additional Sum Insured (see "How
much will John Hancock pay when the last insured person dies?" on page 16).

The guaranteed minimum death benefit feature will cease to apply on the policy
anniversary nearest the 100th birthday of the younger insured person (whether or
not such insured person is then alive). Also, the feature cannot be reinstated
after that policy anniversary. However, the optional "Age 100 waiver of charges
rider", if elected at the time of application for the policy, will continue the
guaranteed minimum death benefit feature beyond that policy anniversary.

If there are monthly charges that remain unpaid because of this feature, we
will deduct such charges when there is sufficient surrender value to pay them.

HOW WILL THE VALUE OF MY INVESTMENT IN THE POLICY CHANGE OVER TIME?

From each premium payment you make, we deduct the charges described under
"Deductions from premium payments" below. We invest the rest in the investment
options you've elected. Special investment rules apply to premiums processed
prior to the 20th day after your policy becomes effective. (See "Commencement of
investment performance" on page 37.)

Over time, the amount you've invested in any variable investment option will
increase or decrease the same as if you had invested the same amount directly in
the corresponding fund of a Series Fund and had reinvested all fund dividends
and distributions in additional fund shares; except that we will deduct certain
additional charges which will reduce your account value. We

describe these charges under "What charges will John Hancock deduct from my
investment in the policy?" below.

The amount you've invested in the fixed investment option will earn interest
at a rate we declare from time to time. We guarantee that this rate will be at
least 4%. If you want to know what the current declared rate is, just call or
write to us. The current declared rate will also appear in the annual statement
we will send you. Amounts you invest in the fixed investment option will not be
---
subject to the asset-based risk charge described on page 10. Otherwise, the
charges applicable to the fixed investment option are the same as those
applicable to the variable investment options.

At any time, the "account value" of your policy is equal to:

. the amount you invested,

. plus or minus the investment experience of the investment options
you've chosen,

. minus all charges we deduct, and

. minus all withdrawals you have made.

If you take a loan on the policy, however, your account value will be computed
somewhat differently. This is discussed on page 38.

WHAT CHARGES WILL JOHN HANCOCK DEDUCT FROM MY INVESTMENT IN THE POLICY?

Deductions from premium payments

. Premium tax charge - A charge to cover state premium taxes we currently
------------------
expect to pay, on average. This charge is currently 2.35% of each premium.

. DAC tax charge - A charge to cover the increased Federal income tax burden
--------------
that we currently expect will result from receipt of premiums. This charge is
currently 1.25% of each premium.

. Premium processing charge - A charge to help defray our administrative costs.
-------------------------
This charge is 1.25% of each premium. For policies with a Total Sum Insured
of $5 million or more, this charge will be reduced to as low as .50%

. Sales charge - A charge to help defray our sales costs. The charge for
------------
premiums paid in the first policy year is 30% of premiums paid up to the
Target Premium, and 3.5% of premiums paid in excess of the Target Premium.
The charge for premiums paid after the first policy year up to the Target
Premium is 15% in policy years 2 through 5, 10% in policy years 6 through 10,
up to 4% (currently 3%) in policy years 11 through 20, and up to 3%
(currently 0%) thereafter. The charge for premiums paid after the first
policy year in excess of the Target Premium is 3.5% in policy years 2 through
10, 3% in policy years 11 through 20, and up to 3% (currently 0%) thereafter.
If the younger of the insured persons is age 71 or older when the policy is
issued, there will be no sales

charges deducted from premiums paid after the eleventh policy year. Because
policies of this type were first offered in 1993, the foregoing waiver and
the lower current rates after policy year 10 are not yet applicable to any
policy. The "Target Premium" is determined at the time the policy is issued
and will appear in the "Policy Specifications" section of the policy.

. Optional enhanced cash value rider charge - A charge to cover the cost of
-----------------------------------------
this rider, if elected, equal to 2% of premium paid in the first policy year
that does not exceed the Target Premium.

Deductions from account value

. Issue charge - A monthly charge to help defray our administrative costs. This
------------
charge has two parts: (1) a flat dollar amount of $55.55 deducted only during
the first five policy years, and (2) a charge of 2c per $1,000 of Total Sum
Insured at issue that is deducted only during the first three policy years.
The second part of this monthly charge is guaranteed not to exceed $200.

. Administrative charge - A monthly charge to help defray our administrative
---------------------
costs. This charge also has two parts: (1) a flat dollar charge of up to $10
(currently $7.50), and (2) a charge of 3c per $1,000 of Total Sum Insured at
issue (currently 1c per $1,000 of Total Sum Insured at issue). However, for
policies with a Total Sum Insured at issue of $5 million or more, the first
part of this charge is currently zero.

. Insurance charge - A monthly charge for the cost of insurance. To determine
----------------
the charge, we multiply the amount of insurance for which we are at risk by a
cost of insurance rate. The rate is derived from an actuarial table. The
table in your policy will show the maximum cost of insurance rates. The cost
of insurance rates that we currently apply are generally less than the
maximum rates. We will review the cost of insurance rates at least every 5
years and may change them from time to time. However, those rates will never
be more than the maximum rates shown in the policy. The table of rates we use
will depend on the insurance risk characteristics and (usually) gender of
each of the insured persons, the Total Sum Insured and the length of time the
policy has been in effect. Regardless of the table used, cost of insurance
rates generally increase each year that you own your policy, as each insured
person's attained age increases. (An insured person's "attained age" on any
date is his or her age on the birthday nearest that date.) The insurance
charge is not affected by the death of the first insured person to die.

. Extra mortality charge - A monthly charge specified in your policy for
----------------------
additional mortality risk if either of the insured persons is subject to
certain types of special insurance risk.

. Asset-based risk charge - A monthly charge for mortality and expense risks we
-----------------------
assume. The charge is a percentage of that portion of your account value
allocated to variable investment options. The charge does not apply to the
fixed investment option. We guarantee that the percentage will never exceed
.0753% per month (.90% on an effective annual basis). The actual percentage
applied will vary depending upon the policy year in which the charge is made
and the Total Sum Insured at issue. For policy years 1 through 15, the
current monthly percentages are as follows: .0669% for a Total

Sum Insured at issue of less than $5 million, .0627% for a Total Sum Insured
at issue of at least $5 million but less than $15 million, and .0585% for a
Total Sum Insured at issue of $15 million or more. (These monthly percentages
equate to the following effective annual percentages: .80%, .75% and .70%,
respectively.) For policy year 16 and thereafter, the current monthly
percentage is .0083%, regardless of the Total Sum Insured at issue. (That
monthly percentage equates to an effective annual percentage of .10%.) The
reduction after 15 years has not occurred yet under any policy, since no
policy has yet been outstanding for 15 years.

. Guaranteed minimum death benefit charge - A monthly charge beginning in the
---------------------------------------
eleventh policy year if the guaranteed minimum death benefit feature is
elected to extend beyond the first ten policy years. This charge is currently
1c per $1,000 of Basic Sum Insured at issue and is guaranteed not to exceed
3c per $1,000 of Basic Sum Insured at issue. Because policies of this type
were first offered in 1993, this charge is not yet applicable to any policy
at the current rate.

. Policy split option rider charge - A monthly charge if this rider is elected
--------------------------------
at the time of application for the policy. The charge is 3c per $1,000 of
current Total Sum Insured.

. Age100 waiver of charges rider charge - A monthly charge if this rider is
-------------------------------------
elected at the time of application for the policy. To determine the charge,
we multiply the amount of insurance for which we are at risk by a rate based
on age. The rate is derived from an actuarial table. The table in your policy
will show the maximum rates. The rates we will actually apply could be less
than the maximum rates. This charge will not be made until the sixth policy
year.

. Optional benefits charge - Monthly charges for certain other optional
------------------------
insurance benefits added to the policy by means of a rider. We currently
offer a number of such optional riders, such as the four year level term
rider.

. Partial withdrawal charge - A charge for each partial withdrawal of account
-------------------------
value to compensate us for the administrative expenses of processing the
withdrawal. The charge is equal to the lesser of $20 or 2% of the withdrawal
amount.

WHAT CHARGES WILL THE SERIES FUNDS DEDUCT FROM MY INVESTMENT IN THE POLICY?

The funds must pay investment management fees and other operating expenses.
These fees and expenses are different for each fund and reduce the investment
return of each fund. Therefore, they also indirectly reduce the return you will
earn on any variable investment options you select. We may also receive
payments from a fund or its affiliates at an annual rate of up to approximately
0.35% of the average net assets that holders of our variable life insurance
policies and variable annuity contracts have invested in that fund. Any such
payments do not, however, result in any charge to you in addition to what is
disclosed below.

The following figures for the funds are based on historical fund expenses, as
a percentage (rounded to two decimal places) of each fund's average daily net
assets for 2000, except as

indicated in the Notes appearing at the end of this table. Expenses of the
funds are not fixed or specified under the terms of the policy, and those
expenses may vary from year to year.

--------------
Total Fund Total Fund
Investment Distribution and Other Operating Operating Operating
Management Service Expenses With Expenses With Expenses Absent
Fund Name Fee (12b-1) Fees Reimbursement Reimbursement Reimbursement
- --------- ---------- ---------------- --------------- -------------- ------------------

JOHN HANCOCK VARIABLE SERIES TRUST I
(NOTE 1):
Equity Index .......................... 0.13% N/A 0.06% 0.19% 0.19%
Growth & Income ....................... 0.68% N/A 0.08% 0.76% 0.76%
Large Cap Value ....................... 0.75% N/A 0.05% 0.80% 0.80%
Large Cap Value CORE /SM/ ............. 0.75% N/A 0.10% 0.85% 1.09%
Large Cap Growth ...................... 0.36% N/A 0.10% 0.46% 0.46%
Large Cap Aggressive Growth. .......... 0.90% N/A 0.10% 1.00% 1.05%
Large/Mid Cap Value ................... 0.95% N/A 0.10% 1.05% 1.36%
Fundamental Growth* ................... 0.90% N/A 0.10% 1.00% 1.04%
Mid Cap Growth ........................ 0.92% N/A 0.04% 0.96% 0.96%
Small/Mid Cap CORE /SM/ ............... 0.80% N/A 0.10% 0.90% 1.23%
Small/Mid Cap Growth .................. 0.97% N/A 0.10% 1.07% 1.07%
Small Cap Equity* ..................... 0.90% N/A 0.10% 1.00% 1.03%
Small Cap Value* ...................... 0.95% N/A 0.10% 1.05% 1.29%
Small Cap Growth ...................... 1.05% N/A 0.07% 1.12% 1.12%
International Equity Index ............ 0.18% N/A 0.10% 0.28% 0.37%
International Opportunities ........... 1.13% N/A 0.10% 1.23% 1.39%
International Equity .................. 1.20% N/A 0.10% 1.30% 1.96%
Emerging Markets Equity ............... 1.50% N/A 0.10% 1.60% 2.77%
Real Estate Equity .................... 1.01% N/A 0.09% 1.10% 1.10%
Health Sciences ....................... 1.00% N/A 0.10% 1.10% 1.10%
Managed ............................... 0.66% N/A 0.09% 0.75% 0.75%
Global Balanced ....................... 1.05% N/A 0.10% 1.15% 1.44%
Short-Term Bond ....................... 0.60% N/A 0.06% 0.66% 0.66%
Bond Index ............................ 0.15% N/A 0.10% 0.25% 0.27%
Active Bond ........................... 0.62% N/A 0.10% 0.72% 0.74%
High Yield Bond ....................... 0.80% N/A 0.10% 0.90% 1.02%
Global Bond ........................... 0.85% N/A 0.10% 0.95% 1.05%
Money Market .......................... 0.25% N/A 0.04% 0.29% 0.29%

JOHN HANCOCK DECLARATION TRUST
(NOTE 2):
V.A. Relative Value ................... 0.60% N/A 0.19% 0.79% 0.79%
V.A. Financial Industries ............. 0.80% N/A 0.10% 0.90% 0.90%
V.A. Strategic Income ................. 0.60% N/A 0.16% 0.76% 0.76%

AIM VARIABLE INSURANCE FUNDS:
AIM V.I. Value ........................ 0.61% N/A 0.23% 0.84% 0.84%
AIM V.I. Growth ....................... 0.61% N/A 0.22% 0.83% 0.83%

VARIABLE INSURANCE PRODUCTS FUND -
SERVICE CLASS (NOTE 3):
Fidelity VIP Growth ................... 0.57% 0.10% 0.09% 0.76% 0.76%

VARIABLE INSURANCE PRODUCTS FUND II -
SERVICE CLASS (NOTE 3):
Fidelity VIP Contrafund(R) ............ 0.57% 0.10% 0.09% 0.76% 0.76%

MFS VARIABLE INSURANCE TRUST - INITIAL
CLASS SHARES (NOTE 4):
MFS Investors Growth Stock* ........... 0.75% 0.00% 0.16% 0.91% 0.92%
--------------

--------------
Total Fund Total Fund
Investment Distribution and Other Operating Operating Operating
Management Service Expenses With Expenses With Expenses Absent
Fund Name Fee (12b-1) Fees Reimbursement Reimbursement
- --------- ---------- ---------------- --------------- -------------- ------------------

MFS Research .......................... 0.75% 0.00% 0.10% 0.85% 0.85%
MFS New Discovery ..................... 0.90% 0.00% 0.16% 1.06% 1.09%

JANUS ASPEN SERIES - SERVICE SHARES
CLASS (NOTE 5):
Janus Aspen Worldwide Growth .......... 0.65% 0.25% 0.05% 0.95% 0.95%
Janus Aspen Global Technology ......... 0.65% 0.25% 0.04% 0.94% 0.94%
--------------

NOTES TO FUND EXPENSE TABLE

(1) Under its current investment management agreements with the John Hancock
Variable Series Trust I, John Hancock Life Insurance Company reimburses a
fund when the fund's "other fund expenses" exceed 0.10% of the fund's
average daily net assets. Percentages shown for the Health Sciences Fund are
estimates because the fund was not in operation in 2000. Percentages shown
for the Growth & Income, Fundamental Growth, Small Cap Equity, Real Estate
Equity, Managed, Global Balanced, Active Bond and Global Bond funds are
calculated as if the current management fee schedules (which became
effective as to these funds on November 1, 2000) were in effect for all of
2000. Percentages shown for the Small Cap Value and Large Cap Value funds
are calculated as if the current management fee schedules (which became
effective as to these funds on May 1, 2001) were in effect for all of 2000.
Percentages shown for the Mid Cap Growth, Small/Mid Cap Growth, Small Cap
Growth, International Opportunities, International Equity, Emerging Markets
Equity, Short-Term Bond and High Yield Bond funds are calculated as if the
current management fee schedules (which became effective as to these funds
on October 1, 2001) were in effect for all of 2000. "CORE/SM/" is a service
mark of Goldman, Sachs & Co.

* Fundamental Growth was formerly "Fundamental Mid Cap Growth," Small Cap
Equity was formerly "Small Cap Value," and Small Cap Value was formerly
"Small/Mid Cap Value."

(2) Percentages shown for John Hancock Declaration Trust funds reflect the
investment management fees currently payable and other fund expenses
allocated in 2000. John Hancock Advisers, Inc. has agreed to limit
temporarily other expenses of each fund to 0.25% of the fund's average daily
assets, at least until April 30, 2002.

(3) Actual annual class operating expenses were lower for each of the Fidelity
VIP funds shown because a portion of the brokerage commissions that the fund
paid was used to reduce the fund's expenses, and/or because through
arrangements with the fund's custodian, credits realized as a result of
uninvested cash balances were used to reduce a portion of the fund's
expenses. See the accompanying prospectus of the fund for details.

(4) MFS Variable Insurance Trust funds have an expense offset arrangement which
reduces each fund's custodian fee based upon the amount of cash maintained
by the fund with its custodian and dividend disbursing agent. Each fund may
enter into other such arrangements and directed brokerage arrangements,
which would also have the effect of reducing the fund's expenses. "Other
Operating Expenses" do not take into account these expense reductions, and
are therefore higher than the actual expenses of the funds. Had these fee
reductions been taken into account, total Fund Operating Expenses with
Reimbursement would equal 0.90% for MFS Investors Growth Stock, 0.84% for
MFS Research and 1.05% for MFS New Discovery. MFS Investment Management(R)
(also doing business as Massachusetts Financial Services Company) has
contractually agreed, subject to reimbursement, to bear expenses for the MFS
Investors Growth Stock and New Discovery funds, such that the funds' "Other
Expenses" (after taking into account the expense offset arrangement describe
above) do not

exceed 0.15% for Investors Growth Stock and 0.15% for New Discovery of the
average daily net assets during the current fiscal year.

* MFS Investors Growth Stock was formerly "MFS Growth."

(5) Percentages shown for Janus Aspen funds are based upon expenses for the
fiscal year ended December 31, 2000, restated to reflect a reduction in
the management fee for the Worldwide Growth fund. Expenses are shown
without the effect of any expense offset arrangement.

WHAT OTHER CHARGES COULD JOHN HANCOCK IMPOSE IN THE FUTURE?

Except for the DAC tax charge, we currently make no charge for our Federal
income taxes. However, if we incur, or expect to incur, additional income taxes
attributable to any subaccount of the Account or this class of policies in
future years, we reserve the right to make a charge for such taxes. Any such
charge would reduce what you earn on any affected investment options. However,
we expect that no such charge will be necessary.

We also reserve the right to increase the premium tax charge and the DAC tax
charge in order to correspond, respectively, with changes in the state premium
tax levels and with changes in the Federal income tax treatment of the deferred
acquisition costs for this type of policy.

Under current laws, we may incur state and local taxes (in addition to premium
taxes) in several states. At present, these taxes are not significant. If there
is a material change in applicable state or local tax laws, we may make charges
for such taxes.

HOW CAN I CHANGE MY POLICY'S INVESTMENT ALLOCATIONS?

Future premium payments

At any time, you may change the investment options in which future premium
payments will be invested. You make the original allocation in the application
for the policy. The percentages you select must be in whole numbers and must
total 100%.

Transfers of existing account value

You may also transfer your existing account value from one investment option
to another. To do so, you must tell us how much to transfer, either as a whole
number percentage or as a specific dollar amount. A confirmation of each
transfer will be sent to you.

Under our current rules, you can make transfers out of any variable investment
option anytime you wish. However, we reserve the right to impose limits on the
number and frequency of transfers into and out of the variable investment
options. Transfers under the dollar cost averaging program would not be counted
toward any such limit.

Transfers out of the fixed investment option are currently subject to the
following restrictions:

. You can only make such a transfer once in each policy year.

. The most you can transfer at any one time is the greater of $500 or 20% of
the assets in your fixed investment option.

We reserve the right to impose limits on:

. the minimum amount of each transfer out of the fixed investment option; and

. the maximum amount of any transfer into the fixed investment option after
the second policy year.

Dollar cost averaging

This is a program of automatic monthly transfers out of the Money Market
investment option into one or more of the other variable investment options. You
choose the investment options and the dollar amount and timing of the transfers.
The program is designed to reduce the risks that result from market
fluctuations. It does this by spreading out the allocation of your money to
investment options over a longer period of time. This allows you to reduce the
risk of investing most of your money at a time when market prices are high.
Obviously, the success of this strategy depends on market trends and is not
guaranteed.

HOW CAN I ACCESS MY INVESTMENT IN THE POLICY?

Full surrender

You may surrender your policy in full at any time. If you do, we will pay you
the account value less any policy loans. This is called your "surrender value."
You must return your policy when you request a full surrender.

Partial withdrawals

You may make a partial withdrawal of your surrender value at any time.
Generally, each partial withdrawal must be at least $1,000. There is a charge
(usually $20) for each partial withdrawal. We will automatically reduce the
account value of your policy by the amount of the withdrawal and the related
charge. Each investment option will be reduced in the same proportion as the
account value is then allocated among them. We will not permit a partial
withdrawal if it would cause your account value to fall below 3 months' worth of
monthly charges (see "Deductions from account value" on page 10). We also
reserve the right to refuse any partial withdrawal that would cause the policy's
Total Sum Insured to fall below $250,000 or the policy's Basic Sum Insured to
fall below $250,000. Any partial withdrawal (other than a Terminated ASI
Withdrawal Amount, as described below) will reduce your death benefit under any
of the death benefit options (see "How much will John Hancock pay when the last
insured person dies?" on page 16) and under the guaranteed minimum death benefit
feature (see page 7). Under Option A, such a partial withdrawal will reduce the
Total Sum Insured. Under Option B, such a partial withdrawal will reduce your
account value. Under the guaranteed death benefit feature, such a partial
withdrawal will reduce the Basic Sum Insured. A "Terminated ASI Withdrawal
Amount" is any partial withdrawal made while there is an Additional Sum Insured
under the policy that later lapses as described on page 7. The total of all
Terminated ASI Withdrawal Amounts cannot exceed the Additional Sum Insured in
effect immediately before the Additional Sum Insured lapses.

Policy loans

You may borrow from your policy at any time by completing a form satisfactory
to us or, if the telephone transaction authorization form has been completed, by
telephone. However, you can't borrow from your policy during a "grace period"
(see "Lapse and reinstatement" on page 7). The maximum amount you can borrow is
90% of your surrender value.

The minimum amount of each loan is $1,000. The interest charged on any loan is
currently an effective annual rate of 4.75% in the first 10 policy years, 4.50%
in policy years 11 through 20, and 4.0% thereafter. However, we reserve the
right to increase the percentage after policy year 20 to as much as 4.25%.
Accrued interest will be added to the loan daily and will bear interest at the
same rate as the original loan amount. The amount of the loan is deducted from
the investment options in the same proportion as the account value is then
allocated among them and is placed in a special loan account. This special loan
account will earn interest at an effective annual rate of 4.0%. However, if we
determine that a loan will be treated as a taxable distribution because of the
differential between the loan interest rate and the rate being credited on the
special loan account, we reserve the right to decrease the rate credited on the
special loan account to a rate that would, in our reasonable judgement, result
in the transaction being treated as a loan under Federal tax law.

You can repay all or part of a loan at any time. Each repayment will be
allocated among the investment options as follows:

. The same proportionate part of the loan as was borrowed from the
fixed investment option will be repaid to the fixed investment
option.

. The remainder of the repayment will be allocated among the investment
options in the same way a new premium payment would be allocated.

If you want a payment to be used as a loan repayment, you must include
instructions to that effect. Otherwise, all payments will be assumed to be
premium payments.

HOW MUCH WILL JOHN HANCOCK PAY WHEN THE LAST INSURED PERSON DIES?

In your application for the policy, you will tell us how much life insurance
coverage you want on the lives of the insured persons. This is called the "Total
Sum Insured." Total Sum Insured is composed of the Basic Sum Insured and any
Additional Sum Insured you elect. We reserve the right to impose underwriting
restrictions on the proportions of Additional Sum Insured and Basic Sum Insured
based upon the anticipated frequency of premium payments and other factors.
However, even in the absence of such underwriting restrictions, the Additional
Sum Insured generally cannot exceed 400% of the Basic Sum Insured. There are a
number of factors you should consider in determining whether to elect coverage
in the form of Basic Sum Insured or in the form of Additional Sum Insured. These
factors are discussed under "Basic Sum Insured vs. Additional Sum Insured" on
page 36.

When the last of the two insured persons dies, we will pay the death benefit
minus any outstanding loans. There are two ways of calculating the death
benefit. You choose which one you want in the application. The two death benefit
options are:

. Option A - The death benefit will equal the greater of (1) the Total
Sum Insured plus any optional extra death benefit, if elected (as
described below), or (2) the minimum insurance amount (as described
below).

. Option B - The death benefit will equal the greater of (1) the Total
Sum Insured plus your policy's account value on the date of death of
the last surviving insured person, or (2) the minimum insurance
amount.

For the same premium payments, the death benefit under Option B will tend to
be higher than the death benefit under Option A. On the other hand, the monthly
insurance charge will be higher under Option B to compensate us for the
additional insurance risk. Because of that, the account value will tend to be
higher under Option A than under Option B for the same premium payments.

Optional extra death benefit feature

If you elect the Option A death benefit, you may also elect this optional
extra death benefit feature. (This feature is sometimes referred to as "Option
M".) The optional extra death benefit is determined on each annual processing
date as follows:

. First, we multiply your account value by a factor specified in the
policy. The factor is based on the age of the younger insured person.

. We will then subtract your Total Sum Insured.

Any excess is the optional extra death benefit for the remainder of that
policy year. This feature may result in the Option A death benefit being higher
than the minimum insurance amount. Although there is no special charge for this
feature, your monthly insurance charge will be based on that higher death
benefit amount. Election of this feature must be made in the application for the
policy. If you elect this feature, you must elect the "cash value accumulation
test" for purposes of determining the minimum insurance amount (see below). You
may revoke your election of this feature at any time, but there may be adverse
tax consequences if you do. An "annual processing date" is the first business
day of a policy year.

The minimum insurance amount

In order for a policy to qualify as life insurance under Federal tax law,
there has to be a minimum amount of insurance in relation to account value.
There are two tests that can be applied under Federal tax law - - the "guideline
premium and cash value corridor test" and the "cash value accumulation test."
When you elect the death benefit option, you must also elect which test you wish
to have applied. As indicated above, the guideline premium and cash value
corridor test is not available if the optional extra death benefit feature is
elected. Under the guideline premium and cash value corridor test, we compute
the minimum insurance amount

each business day by multiplying the account value on that date by the so-called
"corridor factor" applicable on that date. The corridor factors are derived by
applying the guideline premium and cash value corridor test. The corridor factor
starts out at 2.50 for ages at or below 40 and decreases as attained age
increases, reaching a low of 1.0 at age 95. A table showing the factor for each
policy year will appear in the policy. Under the cash value accumulation test,
we compute the minimum insurance amount each business day by multiplying the
account value on that date by the so-called "death benefit factor" applicable on
that date. The death benefit factors are derived by applying the cash value
accumulation test. The death benefit factor decreases as attained age increases.
A table showing the factor for each policy year will appear in the policy.
Regardless of which test is applied, the appropriate factor will be referred to
in the policy as the "Required Additional Death Benefit Factor."

As noted above, you have to elect which test will be applied when you elect
the death benefit option. The cash value accumulation test may be preferable if
you want an increasing death benefit in later policy years and/or want to fund
the policy at the "7 pay" limit for the full 7 years (see "Tax Considerations"
beginning on page 41). The guideline premium and cash value corridor test may be
preferable if you want the account value under the policy to increase without
increasing the death benefit as quickly as might otherwise be required.

Policy split option

At the time of policy issue, you may elect a rider that will permit the Total
Sum Insured to be evenly split into two separate policies, one for each insured
person, but only if the insured persons get divorced or certain Federal tax law
changes occur. The rider may be cancelled at any time, but it will automatically
terminate on the date of death of the first insured person to die or on the
policy anniversary nearest the older insured person's 80th birthday, whichever
is earlier. A policy split could have adverse tax consequences, so check with
your tax adviser before electing this rider.

When the younger insured person reaches 100

If the policy is still in effect on the policy anniversary nearest the 100th
birthday of the younger of the two insured persons, certain things will happen
whether or not the younger insured person is actually alive on that policy
anniversary. What happens depends upon whether the age 100 waiver of charges
rider is in effect on that policy anniversary.

If you elected the rider at the time of application for the policy and the
rider is still in effect, the only thing that will happen is that we will stop
deducting any monthly charges (other than the asset-based risk charge) and will
stop accepting premium payments.

If you did not elect the rider at the time of application for the policy (or
if you did elect it and it is no longer in effect), then the following will
happen:

. We will stop deducting any monthly charges (other than the
asset-based risk charge) and will stop accepting any premium
payments.

. The death benefit will become equal to the account value on the date
of death. Death benefit Options A and B (as described above) and the
guaranteed minimum death benefit feature will all cease to apply.

WHAT OPTIONAL RIDER BENEFITS CAN I CHOOSE?

Optional enhanced cash value rider

If you surrender the policy at any time during the first 4 policy years and
this rider is then in effect, we will pay an Enhanced Cash Value Benefit. The
Benefit is paid in addition to the policy surrender value. The Benefit is equal
to a percentage of first year premiums paid up to the Target Premium. The
percentage will be specified in the policy. Also, if you die during the first 4
policy years and the rider is in effect, we will increase the policy's account
value by the amount of the Benefit in determining the death benefit payable.
Since the rider increases the amount of insurance for which we are at risk, it
increases the amount of the insurance charge described on page 10. The maximum
amount you may borrow from the policy or withdraw from the policy through
partial withdrawals is not effected by this rider. This rider can only be
elected at the time of application for the policy.

Other riders

We currently offer a number of other optional riders, such as the four year
level term rider.

HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?

Increase in coverage

The Basic Sum Insured generally cannot be increased after policy issue. After
the first policy year, you may request an increase in the Additional Sum Insured
at any time. However, you will have to provide us with evidence that the
surviving insured persons still meet our requirements for issuing insurance
coverage. As to when an approved increase would take effect, see "Effective date
of other policy transactions" on page 38.

Decrease in coverage

The Basic Sum Insured generally cannot be decreased after policy issue. After
the first policy year, you may request a reduction in the Additional Sum Insured
at any time, but only if:

. the remaining Total Sum Insured will be at least $250,000, and

. the remaining Total Sum Insured will at least equal the minimum
required by the tax laws to maintain the policy's life insurance
status.

We may refuse any decrease in Additional Sum Insured if it would cause the
death benefit to reflect an increase pursuant to the optional extra death
benefit feature. As to when an approved decrease would take effect, see
"Effective date of other policy transactions" on page 38.

Change of death benefit option

Changes of death benefit option are not permitted under our current
administrative rules. We expect to be able to allow a change from Option B to
Option A in the near future, but that is not guaranteed.

Tax consequences

Please read "Tax considerations" starting on page 41 to learn about possible
tax consequences of changing your insurance coverage under the policy.

CAN I CANCEL MY POLICY AFTER IT'S ISSUED?

You have the right to cancel your policy within 10 days (or longer in some
states) after you receive it. This is often referred to as the "free look"
period. To cancel your policy, simply deliver or mail the policy to John Hancock
at one of the addresses shown on page 2, or to the John Hancock representative
who delivered the policy to you.

In most states, you will receive a refund of any premiums you've paid. In some
states, the refund will be your account value on the date of cancellation plus
all charges deducted by John Hancock or the Series Funds prior to that date. The
date of cancellation will be the date of such mailing or delivery.

CAN I CHOOSE THE FORM IN WHICH JOHN HANCOCK PAYS OUT POLICY PROCEEDS?

Choosing a payment option

You may choose to receive proceeds from the policy as a single sum. This
includes proceeds that become payable because of death or full surrender.
Alternatively, you can elect to have proceeds of $1,000 or more applied to any
of a number of other payment options, including the following:

. Option 1 - Proceeds left with us to accumulate with interest

. Option 2A - Equal monthly payments of a specified amount until all
proceeds are paid out

. Option 2B - Equal monthly payments for a specified period of time

. Option 3 - Equal monthly payments for life, but with payments
guaranteed for a specific number of years

. Option 4 - Equal monthly payments for life with no refund

. Option 5 - Equal monthly payments for life with a refund if all of
the proceeds haven't been paid out

You cannot choose an option if the monthly payments under the option would be
less than $50. We will issue a supplementary agreement when the proceeds are
applied to any alternative payment option. That agreement will spell out the
terms of the option in full. We will credit interest on each of the above
options. For Options 1 and 2A, the interest will be at least an effective annual
rate of 3 1/2%.

Changing a payment option

You can change the payment option at any time before the proceeds are payable.
If you haven't made a choice, the payee of the proceeds has a prescribed period
in which he or she can make that choice.

Tax impact

There may be tax consequences to you or your beneficiary depending upon which
payment option is chosen. You should consult with a qualified tax adviser before
making that choice.

TO WHAT EXTENT CAN JOHN HANCOCK VARY THE TERMS AND CONDITIONS OF ITS POLICIES
IN PARTICULAR CASES?

Listed below are some variations we can make in the terms of our policies. Any
variation will be made only in accordance with uniform rules that we apply
fairly to all of our customers.

State law insurance requirements

Insurance laws and regulations apply to John Hancock in every state in which
its policies are sold. As a result, various terms and conditions of your
insurance coverage may vary from the terms and conditions described in this
prospectus, depending upon where you reside. These variations will be reflected
in your policy or in endorsements attached to your policy.

Variations in expenses or risks

We may vary the charges and other terms of our policies where special
circumstances result in sales or administrative expenses, mortality risks or
other risks that are different from those normally associated with the policies.
These include the type of variations discussed under "Reduced charges for
eligible classes" on page 39. No variation in any charge will exceed any maximum
stated in this prospectus with respect to that charge.

HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?

Generally, death benefits paid under policies such as yours are not subject to
income tax. Earnings on your account value are not subject to income tax as long
as we don't pay them out to you. If we do pay out any amount of your account
value upon surrender or partial withdrawal, all or part of that distribution
should generally be treated as a return of the premiums you've paid and should
not be subject to income tax. Amounts you borrow are generally not taxable to
you.

However, some of the tax rules change if your policy is found to be a
"modified endowment contract." This can happen if you've paid more than a
certain amount of premiums that is

prescribed by the tax laws. Additional taxes and penalties may be payable for
policy distributions of any kind.

For further information about the tax consequences of owning a policy, please
read "Tax considerations" beginning on page 41.

HOW DO I COMMUNICATE WITH JOHN HANCOCK?

General Rules

You should mail or express all checks and money orders for premium payments
and loan repayments to the John Hancock Life Servicing Office at the appropriate
address shown on page 2.

Under our current rules, certain requests must be made in writing and be
signed and dated by you. They include the following:

. surrenders or partial withdrawals

. change of death benefit option

. increase or decrease in Total Sum Insured

. change of beneficiary

. election of payment option for policy proceeds

. tax withholding elections

. election of telephone transaction privilege

The following requests may be made either in writing (signed and dated by you)
or by telephone or fax if a special form is completed (see "Telephone
Transactions" below):

. loans

. transfers of account value among investment options

. change of allocation among investment options for new premium
payments

You should mail or express all written requests to the John Hancock Life
Servicing Office at the appropriate address shown on page 2. You should also
send notice of an insured person's death and related documentation to the John
Hancock Life Servicing Office. We don't consider that we've "received" any
communication until such time as it has arrived at the proper place and in the
proper and complete form.

We have special forms that should be used for a number of the requests
mentioned above. You can obtain these forms from the John Hancock Life Servicing
Office or your John Hancock representative. Each communication to us must
include your name, your policy number and the name of the insured persons. We
cannot process any request that doesn't include this required information. Any
communication that arrives after the close of our business day, or on a day that
is not a business day, will be considered "received" by us on the next following
business day. Our business day currently closes at 4:00 p.m. Eastern Standard
Time, but special circumstances (such as suspension of trading on a major
exchange) may dictate an earlier closing time.

Telephone Transactions

If you complete a special authorization form, you can request loans, transfers
among investment options and changes of allocation among investment options
simply by telephoning us at 1-800-732-5543 or by faxing us at 1-617-886-3048.
Any fax request should include your name, daytime telephone number, policy
number and, in the case of transfers and changes of allocation, the names of the
investment options involved. We will honor telephone instructions from anyone
who provides the correct identifying information, so there is a risk of loss to
you if this service is used by an unauthorized person. However, you will receive
written confirmation of all telephone transactions. There is also a risk that
you will be unable to place your request due to equipment malfunction or heavy
phone line usage. If this occurs, you should submit your request in writing.

The policies are not designed for professional market timing organizations or
other persons or entities that use programmed or frequent transfers among
investment options. For reasons such as that, we reserve the right to change our
telephone transaction policies or procedures at any time. We also reserve the
right to suspend or terminate the privilege altogether with respect to all
policies like yours or with respect to any class of such policies.

ILLUSTRATION OF DEATH BENEFITS, ACCOUNT VALUES, SURRENDER VALUES AND
ACCUMULATED PREMIUMS

The following tables illustrate the changes in death benefit, account value
and surrender value of the policy under certain hypothetical circumstances that
we assume solely for this purpose. Each table separately illustrates the
operation of a policy for specified issue ages, premium payment schedule and
Total Sum Insured. The amounts shown are for the end of each policy year and
assume that all of the account value is invested in funds that achieve
investment returns at constant gross annual rates of 0%, 6% and 12% (i.e.,
before any fees or expenses deducted from Series Fund assets). After the
deduction of average fees and expenses at the Series Fund level (as described
below), the corresponding net annual rates of return would be -0.82%, 5.13% and
11.08%. Investment return reflects investment income and all realized and
unrealized capital gains and losses. The tables assume annual Planned Premiums
that are paid at the beginning of each policy year for a male insured person who
is 55 years old and a preferred underwriting risk when the policy is issued and
for a female insured person who is 50 years old and a preferred underwriting
risk when the policy is issued.

Tables are provided for each of the two death benefit options. The tables
headed "Current Charges" assume that the current rates for all charges deducted
by John Hancock will apply in each year illustrated. The tables headed "Maximum
Charges" are the same, except that the maximum permitted rates for all years are
used for all charges. The tables do not reflect any charge that we reserve the
right to make but are not currently making. The tables assume that the
guaranteed minimum death benefit has not been elected beyond the tenth policy
year, that no Additional Sum Insured or optional rider benefits have been
elected, and that no loans or withdrawals are made.

With respect to fees and expenses deducted from Series Fund assets, the
amounts shown in all tables reflect (1) investment management fees equivalent to
an effective annual rate of .72%, and (2) an assumed average asset charge for
all other Series Fund operating expenses equivalent to an effective annual rate
of .10%. These rates are the arithmetic average for all funds of the Series
Funds. In other words, they are based on the hypothetical assumption that policy
account values are allocated equally among the variable investment options. The
actual rates associated with any policy will vary depending upon the actual
allocation of policy values among the investment options. The charge shown above
for all other Series Fund operating expenses reflects reimbursements to certain
funds as described in the footnotes to the table beginning on page 12. We
currently expect those reimbursement arrangements to continue indefinitely, but
that is not guaranteed. Without those arrangements, the assumed average asset
charge for all other operating expenses shown above would be higher. This would
result in lower values than those shown in the following tables.

The second column of each table shows the amount you would have at the end of
each policy year if an amount equal to the assumed Planned Premiums were
invested to earn interest, after taxes, at 5% compounded annually. This is not a
policy value. It is included for comparison purposes only.

Because your circumstances will no doubt differ from those in the
illustrations that follow, values under your policy will differ, in most cases
substantially. Upon request, we will furnish you with a comparable illustration
reflecting the issue age, sex and underwriting risk classification of each of
your proposed insured persons, and the Total Sum Insured and annual Planned
Premium amount requested.

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION A DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING CURRENT CHARGES

Death Benefit Surrender Value
--------------------------- -----------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at --------------------------- -----------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ------- ------- --------- ------- ------- -----------

1 8,564 500,000 500,000 500,000 4,283 4,566 4,850
2 17,556 500,000 500,000 500,000 10,095 10,998 11,936
3 26,998 500,000 500,000 500,000 15,004 16,873 18,887
4 36,912 500,000 500,000 500,000 20,352 23,546 27,121
5 47,322 500,000 500,000 500,000 25,612 30,504 36,192
6 58,252 500,000 500,000 500,000 31,847 38,864 47,337
7 69,728 500,000 500,000 500,000 37,976 47,579 59,614
8 81,779 500,000 500,000 500,000 43,999 56,660 73,136
9 94,432 500,000 500,000 500,000 49,915 66,121 88,026
10 107,717 500,000 500,000 500,000 55,721 75,974 104,422
11 121,667 500,000 500,000 500,000 62,061 86,914 123,189
12 136,314 500,000 500,000 500,000 68,274 98,299 143,849
13 151,694 500,000 500,000 500,000 74,352 110,141 166,589
14 167,843 500,000 500,000 500,000 80,287 122,452 191,616
15 184,799 500,000 500,000 500,000 86,069 135,241 219,160
16 202,603 500,000 500,000 500,000 92,334 149,567 251,239
17 221,297 500,000 500,000 500,000 98,450 164,541 286,806
18 240,926 500,000 500,000 500,000 104,394 180,180 326,251
19 261,536 500,000 500,000 500,000 110,142 196,505 370,019
20 283,177 500,000 500,000 500,000 115,662 213,534 418,617
25 408,735 500,000 500,000 793,560 139,911 311,830 755,771
30 568,983 500,000 500,000 1,387,141 151,777 435,607 1,321,086
35 773,504 500,000 626,788 2,374,801 138,961 596,941 2,261,715

* The illustrations assume that Planned Premiums equal to the Target Premium are
paid at the start of each Policy Year. The Death Benefit and Surrender Value
will differ if premiums are paid in different amounts or frequencies, if
policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum Death
Benefit after the tenth Policy Year, or optional rider benefits are elected.

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RETURNS ARE ILLUSTRATIVE ONLY
AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RESULTS.
ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND
ON A NUMBER OF FACTORS, INCLUDING INVESTMENT ALLOCATIONS MADE BY THE OWNER. THE
DEATH BENEFIT AND SURRENDER VALUE FOR A POLICY WOULD BE DIFFERENT FROM THOSE
SHOWN IF THE ACTUAL GROSS RATES OF INVESTMENT RETURN AVERAGE 0%, 6%, OR 12% OVER
A PERIOD OF YEARS, BUT ALSO FLUCTUATE ABOVE OR BELOW THE AVERAGE FOR INDIVIDUAL
POLICY YEARS. NO REPRESENTATIONS CAN BE MADE THAT THESE HYPOTHETICAL INVESTMENT
RESULTS CAN BE ACHIEVED FOR ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. IN
FACT, FOR ANY GIVEN PERIOD OF TIME, THE INVESTMENT RESULTS COULD BE NEGATIVE.

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION B DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING CURRENT CHARGES

Death Benefit Surrender Value
--------------------------- ---------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at --------------------------- ---------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ------- ------- --------- ------- ------- -----------

1 8,564 504,283 504,566 504,850 4,283 4,566 4,850
2 17,556 509,686 510,590 511,527 10,094 10,997 11,935
3 26,998 515,002 516,871 518,885 15,002 16,871 18,885
4 36,912 520,349 523,542 527,117 20,349 23,542 27,117
5 47,322 525,608 530,498 536,185 25,608 30,498 36,185
6 58,252 531,840 538,855 547,325 31,840 38,855 47,325
7 69,728 537,966 547,565 559,596 37,966 47,565 59,596
8 81,779 543,984 556,639 573,107 43,984 56,639 73,107
9 94,432 549,893 566,090 587,983 49,893 66,090 87,983
10 107,717 555,690 575,929 604,357 55,690 75,929 104,357
11 121,667 562,022 586,854 623,100 62,022 86,854 123,100
12 136,314 568,220 598,216 643,719 68,220 98,216 143,719
13 151,694 574,277 610,021 666,395 74,277 110,021 166,395
14 167,843 580,180 622,276 691,324 80,180 122,276 191,324
15 184,799 585,915 634,982 718,716 85,915 134,982 218,716
16 202,603 592,112 649,183 750,558 92,112 149,183 250,558
17 221,297 598,132 663,974 785,765 98,132 163,974 285,765
18 240,926 603,943 679,351 824,671 103,943 179,351 324,671
19 261,536 609,509 695,301 867,641 109,509 195,301 367,641
20 283,177 614,782 711,804 915,067 114,782 211,804 415,067
25 408,735 636,174 803,005 1,237,623 136,174 303,005 737,623
30 568,983 639,819 900,389 1,758,561 139,819 400,389 1,258,561
35 773,504 608,736 985,264 2,589,919 108,736 485,264 2,089,919

Death Benefit Surrender Value
--------------------------- --------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at --------------------------- --------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ------- ------- --------- ------ ------- -----------

1 8,564 500,000 500,000 500,000 4,130 4,408 4,687
2 17,556 500,000 500,000 500,000 9,762 10,644 11,561
3 26,998 500,000 500,000 500,000 14,444 16,263 18,224
4 36,912 500,000 500,000 500,000 19,511 22,608 26,077
5 47,322 500,000 500,000 500,000 24,424 29,151 34,654
6 58,252 500,000 500,000 500,000 30,236 36,995 45,167
7 69,728 500,000 500,000 500,000 35,855 45,074 56,647
8 81,779 500,000 500,000 500,000 41,267 53,381 69,179
9 94,432 500,000 500,000 500,000 46,457 61,911 82,857
10 107,717 500,000 500,000 500,000 51,409 70,654 97,783
11 121,667 500,000 500,000 500,000 56,579 80,107 114,606
12 136,314 500,000 500,000 500,000 61,451 89,762 132,967
13 151,694 500,000 500,000 500,000 65,992 99,598 153,005
14 167,843 500,000 500,000 500,000 70,153 109,581 174,875
15 184,799 500,000 500,000 500,000 73,882 119,674 198,754
16 202,603 500,000 500,000 500,000 77,121 129,835 224,851
17 221,297 500,000 500,000 500,000 79,775 139,997 253,392
18 240,926 500,000 500,000 500,000 81,822 150,154 284,703
19 261,536 500,000 500,000 500,000 83,156 160,237 319,124
20 283,177 500,000 500,000 500,000 83,680 170,191 357,087
25 408,735 500,000 500,000 648,337 69,143 215,534 617,464
30 568,983 ** 500,000 1,086,910 ** 239,964 1,035,152
35 773,504 ** 500,000 1,769,417 ** 208,337 1,685,159

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
Death Benefit after the tenth Policy Year, or optional rider benefits are
elected.
** Policy lapses unless additional premium payments are made.

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION B DEATH BENEFIT
GUIDELINE PREMIUM AND CASH VALUE CORRIDOR TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING MAXIMUM CHARGES

1 8,564 504,129 504,408 504,686 4,129 4,408 4,686
2 17,556 509,353 510,235 511,152 9,761 10,643 11,560
3 26,998 514,440 516,258 518,219 14,440 16,258 18,219
4 36,912 519,500 522,596 526,063 19,500 22,596 26,063
5 47,322 524,402 529,124 534,621 24,402 29,124 34,621
6 58,252 530,195 536,943 545,101 30,195 36,943 45,101
7 69,728 535,783 544,981 556,527 35,783 44,981 56,527
8 81,779 541,150 553,224 568,969 41,150 53,224 68,969
9 94,432 546,276 561,660 582,509 46,276 61,660 82,509
10 107,717 551,139 570,267 597,225 51,139 70,267 97,225
11 121,667 556,188 579,525 613,739 56,188 79,525 113,739
12 136,314 560,899 588,912 631,651 60,899 88,912 131,651
13 151,694 565,227 598,379 651,046 65,227 98,379 151,046
14 167,843 569,113 607,862 672,005 69,113 107,862 172,005
15 184,799 572,487 617,283 694,603 72,487 117,283 194,603
16 202,603 575,277 626,554 718,919 75,277 126,554 218,919
17 221,297 577,365 635,539 744,990 77,365 135,539 244,990
18 240,926 578,719 644,178 772,947 78,719 144,178 272,947
19 261,536 579,214 652,316 802,833 79,214 152,316 302,833
20 283,177 578,736 659,800 834,706 78,736 159,800 334,706
25 408,735 556,409 679,984 1,024,700 56,409 179,984 524,700
30 568,983 ** 638,257 1,255,794 ** 138,257 755,794
35 773,504 ** ** 1,497,344 ** ** 997,344

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
Death Benefit after the tenth Policy Year, or optional rider benefits are
elected.
** Policy lapses unless additional premium payments are made.

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION A DEATH BENEFIT
CASH VALUE ACCUMULATION TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING CURRENT CHARGES

1 8,564 500,000 500,000 500,000 4,283 4,566 4,850
2 17,556 500,000 500,000 500,000 10,095 10,998 11,936
3 26,998 500,000 500,000 500,000 15,004 16,873 18,887
4 36,912 500,000 500,000 500,000 20,352 23,546 27,121
5 47,322 500,000 500,000 500,000 25,612 30,504 36,192
6 58,252 500,000 500,000 500,000 31,847 38,864 47,337
7 69,728 500,000 500,000 500,000 37,976 47,579 59,614
8 81,779 500,000 500,000 500,000 43,999 56,660 73,136
9 94,432 500,000 500,000 500,000 49,915 66,121 88,026
10 107,717 500,000 500,000 500,000 55,721 75,974 104,422
11 121,667 500,000 500,000 500,000 62,061 86,914 123,189
12 136,314 500,000 500,000 500,000 68,274 98,299 143,849
13 151,694 500,000 500,000 500,000 74,352 110,141 166,589
14 167,843 500,000 500,000 500,000 80,287 122,452 191,616
15 184,799 500,000 500,000 500,000 86,069 135,241 219,160
16 202,603 500,000 500,000 500,000 92,334 149,567 251,239
17 221,297 500,000 500,000 533,375 98,450 164,541 286,782
18 240,926 500,000 500,000 587,462 104,394 180,180 326,120
19 261,536 500,000 500,000 645,431 110,142 196,505 369,638
20 283,177 500,000 500,000 707,666 115,662 213,534 417,752
25 408,735 500,000 500,000 1,102,434 139,911 311,830 746,545
30 568,983 500,000 573,757 1,695,459 151,777 433,304 1,280,419
35 773,504 500,000 705,748 2,602,707 138,961 578,355 2,132,896

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION B DEATH BENEFIT CASH VALUE ACCUMULATION TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING CURRENT CHARGES

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION A DEATH BENEFIT CASH VALUE ACCUMULATION TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING MAXIMUM CHARGES

Death Benefit Surrender Value
--------------------------- ----------------------------
Assuming hypothetical Assuming hypothetical
End of Planned Premiums gross annual return of gross annual return of
Policy accumulated at --------------------------- ----------------------------
Year 5% annual interest 0% 6% 12% 0% 6% 12%
- ------- ------------------ ------- ------- --------- ------ ------- -----------

1 8,564 500,000 500,000 500,000 4,130 4,408 4,687
2 17,556 500,000 500,000 500,000 9,762 10,644 11,561
3 26,998 500,000 500,000 500,000 14,444 16,263 18,224
4 36,912 500,000 500,000 500,000 19,511 22,608 26,077
5 47,322 500,000 500,000 500,000 24,424 29,151 34,654
6 58,252 500,000 500,000 500,000 30,236 36,995 45,167
7 69,728 500,000 500,000 500,000 35,855 45,074 56,647
8 81,779 500,000 500,000 500,000 41,267 53,381 69,179
9 94,432 500,000 500,000 500,000 46,457 61,911 82,857
10 107,717 500,000 500,000 500,000 51,409 70,654 97,783
11 121,667 500,000 500,000 500,000 56,579 80,107 114,606
12 136,314 500,000 500,000 500,000 61,451 89,762 132,967
13 151,694 500,000 500,000 500,000 65,992 99,598 153,005
14 167,843 500,000 500,000 500,000 70,153 109,581 174,875
15 184,799 500,000 500,000 500,000 73,882 119,674 198,754
16 202,603 500,000 500,000 500,000 77,121 129,835 224,851
17 221,297 500,000 500,000 500,000 79,775 139,997 253,392
18 240,926 500,000 500,000 512,706 81,822 150,154 284,621
19 261,536 500,000 500,000 556,132 83,156 160,237 318,497
20 283,177 500,000 500,000 601,642 83,680 170,191 355,164
25 408,735 500,000 500,000 866,359 69,143 215,534 586,680
30 568,983 ** 500,000 1,207,522 ** 239,964 911,926
35 773,504 ** 500,000 1,651,637 ** 208,337 1,353,503

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
Death Benefit after the tenth Policy Year, or optional rider benefits are
elected.
** Policy lapses unless additional premium payments are made.

PLAN: FLEXIBLE PREMIUM VARIABLE LIFE SURVIVORSHIP
$500,000 TOTAL SUM INSURED AT ISSUE
MALE, ISSUE AGE 55, PREFERRED UNDERWRITING CLASS
FEMALE, ISSUE AGE 50, PREFERRED UNDERWRITING CLASS
OPTION B DEATH BENEFIT
CASH VALUE ACCUMULATION TEST
NO GUARANTEED MINIMUM DEATH BENEFIT AFTER TENTH POLICY YEAR
PLANNED PREMIUM: $8,156*
USING MAXIMUM CHARGES

* The illustrations assume that Planned Premiums equal to the Target Premium
are paid at the start of each Policy Year. The Death Benefit and Surrender
Value will differ if premiums are paid in different amounts or frequencies,
if policy loans are taken, or if Additional Sum Insured, Guaranteed Minimum
Death Benefit after the tenth Policy Year, or optional rider benefits are
elected.
** Policy lapses unless additional premium payments are made.

ADDITIONAL INFORMATION

This section of the prospectus provides additional detailed information that
is not contained in the Basic Information section on pages 4 through 23.

CONTENTS OF THIS SECTION BEGINNING ON PAGE
- ------------------------ -----------------

Description of John Hancock .................................. 34
How we support the policy and investment options ............. 34
Procedures for issuance of a policy .......................... 35
Basic Sum Insured vs. Additional Sum Insured ................. 36
Commencement of investment performance ....................... 37
How we process certain policy transactions ................... 37
Effects of policy loans ...................................... 38
Additional information about how certain policy charges work.. 39
How we market the policies ................................... 40
Tax considerations ........................................... 41
Reports that you will receive ................................ 43
Voting privileges that you will have ......................... 43
Changes that John Hancock can make as to your policy ......... 44
Adjustments we make to death benefits ........................ 44
When we pay policy proceeds .................................. 44
Other details about exercising rights and paying benefits .... 45
Legal matters ................................................ 45
Registration statement filed with the SEC .................... 45
Accounting and actuarial experts ............................. 45
Financial statements of John Hancock and the Account ......... 46
List of Directors and Executive Officers of John Hancock ..... 47

DESCRIPTION OF JOHN HANCOCK

We are John Hancock Life Insurance Company, a Massachusetts stock life
insurance company. On February 1, 2000, John Hancock Mutual Life Insurance
Company (which was chartered in Massachusetts in 1862) converted to a stock
company by "demutualizing" and changed its name to John Hancock Life Insurance
Company. As part of the demutualization process, John Hancock Life Insurance
Company became a subsidiary of John Hancock Financial Services, Inc., a newly
formed publicly-traded corporation. Our Home Office is at John Hancock Place,
Boston, Massachusetts 02117. We are authorized to transact a life insurance and
annuity business in all states and in the District of Columbia. As of December
31, 2000, our assets were approximately $88 billion.

We are regulated and supervised by the Massachusetts Commissioner of
Insurance, who periodically examines our affairs. We also are subject to the
applicable insurance laws and regulations of all jurisdictions in which we are
authorized to do business. We are required to submit annual statements of our
operations, including financial statements, to the insurance departments of the
various jurisdictions in which we do business for purposes of determining
solvency and compliance with local insurance laws and regulations. The
regulation to which we are subject, however, does not provide a guarantee as to
such matters.

HOW WE SUPPORT THE POLICY AND INVESTMENT OPTIONS

Separate Account UV

The variable investment options shown on page 1 are in fact subaccounts of
Separate Account UV (the "Account"), a separate account established by us under
Massachusetts law. The Account meets the definition of "separate account" under
the Federal securities laws and is registered as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). Such registration does not
involve supervision by the SEC of the management of the Account or John Hancock.

The Account's assets are the property of John Hancock. Each policy provides
that amounts we hold in the Account pursuant to the policies cannot be reached
by any other persons who may have claims against us.

The assets in each subaccount are invested in the corresponding fund of one of
the Series Funds. New subaccounts may be added as new funds are added to the
Series Funds and made available to policy owners. Existing subaccounts may be
deleted if existing funds are deleted from the Series Funds.

We will purchase and redeem Series Fund shares for the Account at their net
asset value without any sales or redemption charges. Shares of a Series Fund
represent an interest in one of the funds of the Series Fund which corresponds
to a subaccount of the Account. Any dividend or capital gains distributions
received by the Account will be reinvested in shares of that same fund at their
net asset value as of the dates paid.

On each business day, shares of each fund are purchased or redeemed by us for
each subaccount based on, among other things, the amount of net premiums
allocated to the subaccount, distributions reinvested, and transfers to, from
and among subaccounts, all to be effected as of that date. Such purchases and
redemptions are effected at each fund's net asset value per share determined for
that same date. A "business day" is any date on which the New York Stock
Exchange is open for trading. We compute policy values for each business day as
of the close of that day (usually 4:00 p.m. Eastern Standard Time).

Our general account

Our obligations under the policy's fixed investment option are backed by our
general account assets. Our general account consists of assets owned by us other
than those in the Account and in other separate accounts that we may establish.
Subject to

applicable law, we have sole discretion over the investment of assets of the
general account and policy owners do not share in the investment experience of,
or have any preferential claim on, those assets. Instead, we guarantee that the
account value allocated to the fixed investment option will accrue interest
daily at an effective annual rate of at least 4% without regard to the actual
investment experience of the general account.

Because of exemptive and exclusionary provisions, interests in our fixed
investment option have not been registered under the Securities Act of 1933 and
our general account has not been registered as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests therein are
subject to the provisions of these acts, and we have been advised that the staff
of the SEC has not reviewed the disclosure in this prospectus relating to the
fixed investment option. Disclosure regarding the fixed investment option may,
however, be subject to certain generally-applicable provisions of the Federal
securities laws relating to accuracy and completeness of statements made in
prospectuses.

PROCEDURES FOR ISSUANCE OF A POLICY

Generally, the policy is available with a minimum Total Sum Insured at issue
of $250,000 and a minimum Basic Sum Insured at issue of $250,000. At the time of
issue, each insured person must have an attained age of at least 20 and no more
than 85. All insured persons must meet certain health and other insurance risk
criteria called "underwriting standards".

Policies issued in Montana or in connection with certain employee plans will
not directly reflect the sex of the insured persons in either the premium rates
or the charges or values under the policy. The illustrations set forth in this
prospectus are sex-distinct and, therefore, may not reflect the rates, charges,
or values that would apply to such policies.

Minimum Initial Premium

The Minimum Initial Premium must be received by us at our Life Servicing
Office in order for the policy to be in full force and effect. There is no grace
period for the payment of the Minimum Initial Premium. The Minimum Initial
Premium is determined by us based on the characteristics of each of the insured
persons, the Total Sum Insured at issue, and the policy options you have
selected.

Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us
to gather and evaluate all the information we need to decide whether to issue a
policy to you and, if so, what the insured persons' rate classes should be.
After we approve an application for a policy and assign an appropriate insurance
rate class, we will prepare the policy for delivery. We will not pay a death
benefit under a policy unless the policy is in effect when the last surviving
insured person dies (except for the circumstances described under "Temporary
coverage prior to policy delivery" on page 36).

The policy will take effect only if all of the following conditions are
satisfied:

. The policy is delivered to and received by the applicant.

. The Minimum Initial Premium is received by us.

. Each insured person is living and still meets our health criteria for issuing
insurance.

If all of the above conditions are satisfied, the policy will take effect on
the date shown in the policy as the "date of issue." That is the date on which
we begin to deduct monthly charges. Policy months, policy years and policy
anniversaries are all measured from the date of issue.

Backdating

In order to preserve a younger age at issue for one or both of the insured
persons, we can designate a

date of issue that is up to 60 days earlier than the date that would otherwise
apply. This is referred to as "backdating" and is allowed under state insurance
laws. Backdating can also be used in certain corporate-owned life insurance
cases involving multiple policies to retain a common monthly deduction date.

The conditions for coverage described above under "Commencement of insurance
coverage" must still be satisfied, but in a backdating situation the policy
always takes effect retroactively. Backdating results in a lower insurance
charge (if it is used to preserve the insured person's younger age at issue),
but monthly charges begin earlier than would otherwise be the case. Those
monthly charges will be deducted as soon as we receive premiums sufficient to
pay them.

Temporary coverage prior to policy delivery

If a specified amount of premium is paid with the application for a policy and
other conditions are met, we will provide temporary survivorship term life
insurance coverage on the insured persons for a period prior to the time
coverage under the policy takes effect. Such temporary term coverage will be
subject to the terms and conditions described in the application for the policy,
including limits on amount and duration of coverage.

Monthly deduction dates

Each charge that we deduct monthly is assessed against your account value or
the subaccounts at the close of business on the date of issue and at the close
of the first business day in each subsequent policy month.

BASIC SUM INSURED VS. ADDITIONAL SUM INSURED

As noted earlier in this prospectus, you should consider a number of factors
in determining whether to elect coverage in the form of Basic Sum Insured or in
the form of Additional Sum Insured.

The amount of sales charge deducted from premiums and the amount of
compensation paid to the selling insurance agent will be less if coverage is
included as Additional Sum Insured, rather than as Basic Sum Insured. On the
other hand, the amount of any Additional Sum Insured is not included in the
guaranteed minimum death benefit feature. Therefore, if the policy's surrender
value is insufficient to pay the monthly charges as they fall due (including the
charges for the Additional Sum Insured), the Additional Sum Insured coverage
will lapse, even if the Basic Sum Insured stays in effect pursuant to the
guaranteed minimum death benefit feature.

Generally, you will incur lower sales charges and have more flexible coverage
with respect to the Additional Sum Insured than with respect to the Basic Sum
Insured. If this is your priority, you may wish to maximize the proportion of
the Additional Sum Insured. However, if your priority is to take advantage of
the guaranteed minimum death benefit feature, the proportion of the Policy's
Total Sum Insured that is guaranteed can be increased by taking out more
coverage as Basic Sum Insured at the time of policy issuance. As stated earlier
in this prospectus, the guaranteed minimum death benefit feature does not apply
if the Additional Sum Insured is scheduled to exceed the Basic Sum Insured at
any time. If such was the case, you would presumably wish to maximize the
proportion of the Additional Sum Insured.

If you want to purchase Additional Sum Insured, you may select from among
several forms of it: a level amount of coverage; an amount of coverage that
increases on each policy anniversary up to a prescribed limit; an amount of
coverage that increases on each policy anniversary to the amount of premiums
paid during prior policy years plus the Planned Premium for the current policy
year, subject to certain limits; or a combination of those forms of coverage.

Any decision you make to modify the amount of Additional Sum Insured coverage
after issue can

have significant tax consequences (see "Tax Considerations" beginning on page
41).

COMMENCEMENT OF INVESTMENT PERFORMANCE

Any premium payment processed prior to the twentieth day after the date of
issue will automatically be allocated to the Money Market investment option. On
the later of the date such payment is received or the twentieth day following
the date of issue, the portion of the Money Market investment option
attributable to such payment will be reallocated automatically among the
investment options you have chosen.

All other premium payments will be allocated among the investment options you
have chosen as soon as they are processed.

HOW WE PROCESS CERTAIN POLICY TRANSACTIONS

Premium payments

We will process any premium payment as of the day we receive it, unless one of
the following exceptions applies:

(1) We will process a payment received prior to a policy's date of issue as if
received on the date of issue.

(2) If the Minimum Initial Premium is not received prior to the date of issue,
we will process each premium payment received thereafter as if received on the
business day immediately preceding the date of issue until all of the Minimum
Initial Premium is received.

(3) We will process the portion of any premium payment for which we require
evidence of an insured person's continued insurability only after we have
received such evidence and found it satisfactory to us.

(4) If we receive any premium payment that we think will cause a policy to
become a modified endowment or will cause a policy to lose its status as life
insurance under the tax laws, we will not accept the excess portion of that
premium payment and will immediately notify the owner. We will refund the excess
premium when the premium payment check has had time to clear the banking system
(but in no case more than two weeks after receipt), except in the following
circumstances:

. The tax problem resolves itself prior to the date the refund is to be made;
or

. The tax problem relates to modified endowment status and we receive a signed
acknowledgment from the owner prior to the refund date instructing us to
process the premium notwithstanding the tax issues involved.

In the above cases, we will treat the excess premium as having been received on
the date the tax problem resolves itself or the date we receive the signed
acknowledgment. We will then process it accordingly.

(5) If a premium payment is received or is otherwise scheduled to be processed
(as specified above) on a date that is not a business day, the premium payment
will be processed on the business day next following that date.

Transfers among investment options

Any reallocation among investment options must be such that the total in all
investment options after reallocation equals 100% of account value. Transfers
out of any investment option will be effective at the end of the business day in
which we receive at our Life Servicing Office notice satisfactory to us.

We have the right to defer transfers of amounts out of the fixed investment
option for up to six months.

Dollar cost averaging

Scheduled transfers under this option may be made from the Money Market
investment option to not more than nine other variable investment options.

However, the amount transferred to any one investment option must be at least
$100.

Once we receive the election in form satisfactory to us at our Life Servicing
Office, transfers will begin on the second monthly deduction date following its
receipt. If you have any questions with respect to this provision, call
1-800-732-5543.

Once elected, the scheduled monthly transfer option will remain in effect for
so long as you have at least $2,500 of your account value in the Money Market
investment option, or until we receive written notice from you of cancellation
of the option or notice of the death of the last surviving insured person. We
reserve the right to modify, terminate or suspend the dollar cost averaging
program at any time.

Telephone transfers and policy loans

Once you have completed a written authorization, you may request a transfer or
policy loan by telephone or by fax. If the fax request option becomes
unavailable, another means of telecommunication will be substituted.

If you authorize telephone transactions, you will be liable for any loss,
expense or cost arising out of any unauthorized or fraudulent telephone
instructions which we reasonably believe to be genuine, unless such loss,
expense or cost is the result of our mistake or negligence. We employ procedures
which provide safeguards against the execution of unauthorized transactions, and
which are reasonably designed to confirm that instructions received by telephone
are genuine. These procedures include requiring personal identification, tape
recording calls, and providing written confirmation to the owner. If we do not
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine, we may be liable for any loss due to unauthorized or
fraudulent instructions.

Effective date of other policy transactions

The following transactions take effect on the policy anniversary on or next
following the date we approve the request:

. Total Sum Insured decreases

. Additional Sum Insured increases

. Change of death benefit option from Option B to Option A, when and if
permitted by our administrative rules (see "Change of death benefit option"
on page 19)

Reinstatements of lapsed policies take effect on the monthly deduction date on
or next following the date we approve the request for reinstatement.

We process loans, surrenders, partial withdrawals and loan repayments as of
the day we receive the request or repayment.

EFFECTS OF POLICY LOANS

The account value, the surrender value, and any death benefit above the Total
Sum Insured are permanently affected by any loan, whether or not it is repaid in
whole or in part. This is because the amount of the loan is deducted from the
investment options and placed in a special loan account. The investment options
and the special loan account will generally have different rates of investment
return.

The amount of the outstanding loan (which includes accrued and unpaid
interest) is subtracted from the amount otherwise payable when the policy
proceeds become payable.

Whenever the outstanding loan exceeds 90% of your account value, the policy
will terminate 31 days after we have mailed notice of termination to you (and to
any assignee of record at such assignee's last known address) specifying the
minimum amount that must be paid to avoid termination, unless a repayment of at
least the amount specified is made within that period. Also, taking out a loan
on the policy increases the risk that the policy may lapse because of the
difference between the interest rate

charged on the loan and the interest rate credited to the special loan account.
Policy loans may also result in adverse tax consequences under certain
circumstances (see "Tax considerations" beginning on page 41).

ADDITIONAL INFORMATION ABOUT HOW CERTAIN POLICY CHARGES WORK

Sales expenses and related charges

The sales charges help to compensate us for the cost of selling our policies.
(See "What charges will John Hancock deduct from my investment in the policy?"
in the Basic Information section of this prospectus.) The amount of the charges
in any policy year does not specifically correspond to sales expenses for that
year. We expect to recover our total sales expenses over the life of the
policies. To the extent that the sales charges do not cover total sales
expenses, the sales expenses may be recovered from other sources, including
gains from the asset-based risk charge and other gains with respect to the
policies, or from our general assets. (See "How we market the policies" on page
40.) Similarly, administrative expenses not fully covered by the premium
processing, issue and administrative charges may also be recovered from such
other sources.

Effect of premium payment pattern

You may structure the timing and amount of premium payments to minimize the
sales charges, although doing so involves certain risks. Paying less than one
Target Premium in the first policy year or paying more than one Target Premium
in any policy year could reduce your total sales charges over time. For example,
if the Target Premium was $10,000 and you paid a premium of $10,000 in each of
the first ten policy years, you would pay total sales charges of $14,000. If you
paid $20,000 (i.e., two times the Target Premium amount) in every other policy
year up to the ninth policy year, you would pay total sales charges of only
$9,750. However, delaying the payment of Target Premiums to later policy years
could increase the risk that the guaranteed minimum death benefit feature will
lapse and the account value will be insufficient to pay monthly policy charges
as they come due. As a result, the policy or any Additional Sum Insured may
lapse and eventually terminate. Conversely, accelerating the payment of Target
Premiums to earlier policy years could cause aggregate premiums paid to exceed
the policy's 7-pay premium limit and, as a result, cause the policy to become a
modified endowment, with adverse tax consequences to you upon receipt of policy
distributions. (See "Tax considerations" beginning on page 41.)

Monthly charges

We deduct the monthly charges described in the Basic Information section from
your policy's investment options in proportion to the amount of account value
you have in each. For each month that we cannot deduct any charge because of
insufficient account value, the uncollected charges will accumulate and be
deducted when and if sufficient account value becomes available.

The insurance under the policy continues in full force during any grace period
but, if the last surviving insured person dies during the policy grace period,
the amount of unpaid monthly charges is deducted from the death benefit
otherwise payable.

Reduced charges for eligible classes

The charges otherwise applicable may be reduced with respect to policies
issued to a class of associated individuals or to a trustee, employer or similar
entity where we anticipate that the sales to the members of the class will
result in lower than normal sales or administrative expenses, lower taxes or
lower risks to us. We will make these reductions in accordance with our rules in
effect at the time of the application for a policy. The factors we consider in
determining the eligibility of a particular group for reduced charges, and the
level of the reduction, are as follows: the nature of the association and its
organizational framework; the method by which sales

will be made to the members of the class; the facility with which premiums will
be collected from the associated individuals and the association's capabilities
with respect to administrative tasks; the anticipated lapse and surrender rates
of the policies; the size of the class of associated individuals and the number
of years it has been in existence; the aggregate amount of premiums paid; and
any other such circumstances which result in a reduction in sales or
administrative expenses, lower taxes or lower risks. Any reduction in charges
will be reasonable and will apply uniformly to all prospective policy purchasers
in the class and will not unfairly discriminate against any owner.

HOW WE MARKET THE POLICIES

John Hancock Funds, Inc. ("JHFI") and Signator Investors, Inc.("Signator")
act as principal distributors of the policies sold through this prospectus.
JHFI and Signator are each registered as a broker-dealer under the Securities
Exchange Act of 1934, and each is a member of the National Association of
Securities Dealers, Inc. JHFI's address is 101 Huntington Avenue, Boston,
Massachusetts 02199. Signator's address is 200 Clarendon Street, John Hancock
Place, Boston, Massachusetts 02117. JHFI and Signator are subsidiaries of John
Hancock.

You can purchase a policy through representatives of broker-dealers and
certain financial institutions who have entered into selling agreements with
JHFI and us, or with Signator and us. We pay compensation to these
broker-dealers for promoting, marketing and selling our products through their
representatives who are authorized by applicable law to sell variable life
insurance polices. In turn, the broker-dealers pay a portion of the
compensation to these representatives, under their own arrangements. The most
common schedule of gross commissions (inclusive of overrides and expense
allowance payments paid to such broker-dealers and financial institutions) is as
follows:
. 87.75% of first year premiums paid up to the Target Premium plus 5.85% of any
excess premium payments,
. 5% of premiums paid in policy years 2 through 4 up to the Target premium plus
3% of any excess premium payments, and
. 3% of all premium payments paid in policy years 5 through 10.

In situations where the broker dealer provides some or all of the additional
marketing services required, we may pay an additional gross first year
commission of up to 20% of premiums paid up to the Target Premium. In such
instances, we may also pay an additional gross renewal commission. The
additional gross renewal commission would not be expected to exceed 0.10% of
account value less policy loans in policy years 2 and thereafter. For limited
periods of time, we may pay additional compensation to broker-dealers as part of
special sales promotions.

Signator also pays its branch office principals, who are also independent
general agents of ours, for sales of the policies to Signator customers. In
turn, the branch office principals pay a portion of their compensation to their
assigned marketing representatives, under their own arrangments. The most common
schedule of gross commission (inclusive of overrides and expense allowance
payments paid to such branch office principals) is as follows:
. 89% of the Target Premium paid in the first policy year, 10% of the Target
Premium paid in each of policy years 2 through 4, and 3% of the Target
Premium paid in each policy year thereafter,
. 5.89% of any premium paid in the first policy year in excess of the Target
Premium, and
. 3% to 3.25% of any premium paid in any other policy year in excess of the
Target Premium.

Representatives who meet certain productivity and persistency standards may be
eligible for

additional compensation. From time to time, JHFI and Signator, at their expense,
may provide significant additional amounts to financial services firms which
sell or arrange for the sale of the policies. Such amounts may include, for
example, financial assistance to financial services firms in connection with
their conferences or seminars, sales or training programs for invited registered
representatives and other employees, payment for travel expenses, including
lodging, incurred by registered representatives and other employees for such
seminars or training programs, seminars for the public, advertising and sales
campaigns regarding the policies, and/or other events or activities sponsored by
the financial services firms.

We offer these contracts on a continuous basis, but neither JHFI nor Signator
is obligated to sell any particular amount of policies. JHFI and Signator also
serve as principal underwriters for John Hancock Variable Annuity Accounts U, I
and V, and John Hancock Variable Life Accounts S, U and V, all of which are
registered under the 1940 Act. Signator is also the principal underwriter for
the John Hancock Variable Series Trust I, and JHFI is the principal underwriter
for the John Hancock Declaration Trust.

We reimburse JHFI and Signator for certain direct and indirect expenses
actually incurred in connection with the marketing of these contracts. John
Hancock performs insurance underwriting and determines whether to accept or
reject the application for a policy and each insured person's risk
classification. Officers and employees of John Hancock are covered by a blanket
bond by a commercial carrier in the amount of $25 million.

TAX CONSIDERATIONS

This description of federal income tax consequences is only a brief summary
and is not intended as tax advice. Tax consequences will vary based on your own
particular circumstances, and for further information you should consult a
qualified tax advisor. Federal, state and local tax laws, regulations and
interpretations can change from time to time. As a result, the tax consequences
to you and the beneficiary may be altered, in some cases retroactively.

Policy proceeds

We believe the policy will receive the same federal income and estate tax
treatment as fixed benefit life insurance policies. Section 7702 of the Internal
Revenue Code (the "Code") defines life insurance for federal tax purposes. If
certain standards are met at issue and over the life of the policy, the policy
will satisfy that definition. We will monitor compliance with these standards.

If the policy complies with the definition of life insurance, we believe the
death benefit under the policy will be excludable from the beneficiary's gross
income under the Code. In addition, increases in account value as a result of
interest or investment experience will not be subject to federal income tax
unless and until values are actually received through distributions.
Distributions for tax purposes can include amounts received upon surrender or
partial withdrawals. You may also be deemed to have received a distribution for
tax purposes if you assign all or part of your policy rights or change your
policy's ownership.

In general, the owner will be taxed on the amount of distributions that exceed
the premiums paid under the policy. But under certain circumstances within the
first 15 policy years, the owner may be taxed on a distribution even if total
withdrawals do not exceed total premiums paid. Any taxable distribution will be
ordinary income to the owner (rather than capital gains).

We also believe that, except as noted below, loans received under the policy
will be treated as indebtedness of an owner and that no part of any loan will
constitute income to the owner. However, if the policy terminates for any
reason, the amount of any outstanding loan that was not previously considered
income will be treated as if it had been distributed to the owner upon such
termination. This could result in

a considerable tax bill. Under certain circumstances involving large amounts of
outstanding loans, you might find yourself having to choose between high premium
requirements to keep your policy from lapsing and a significant tax burden if
you allow the lapse to occur.

It is possible that, despite our monitoring, a policy might fail to qualify as
life insurance under Section 7702 of the Code. This could happen, for example,
if we inadvertently failed to return to you any premium payments that were in
excess of permitted amounts, or if any of the funds failed to meet certain
investment diversification or other requirements of the Code. If this were to
occur, you would be subject to income tax on the income and gains under the
policy for the period of the disqualification and for subsequent periods.

In the past, the United States Treasury Department has stated that it
anticipated issuing guidelines prescribing circumstances in which the ability of
a policy owner to direct his or her investment to particular funds may cause the
policy owner, rather than the insurance company, to be treated as the owner of
the shares of those funds. In that case, any income and gains attributable to
those shares would be included in your current gross income for federal income
tax purposes. Under current law, however, we believe that we, and not the owner
of a policy, would be considered the owner of the fund's shares for tax
purposes.

Tax consequences of ownership or receipt of policy proceeds under federal,
state and local estate, inheritance, gift and other tax laws depend on the
circumstances of each owner or beneficiary.

Because there may be unfavorable tax consequences (including recognition of
taxable income and the loss of income tax-free treatment for any death benefit
payable to the beneficiary), you should consult a qualified tax adviser prior to
changing the policy's ownership or making any assignment of ownership interests.

7-pay premium limit

At the time of policy issuance, we will determine whether the Planned Premium
schedule will exceed the 7-pay limit discussed below. If so, our standard
procedures prohibit issuance of the policy unless you sign a form acknowledging
that fact.

The 7-pay limit is the total of net level premiums that would have been
payable at any time for a comparable fixed policy to be fully "paid-up" after
the payment of 7 equal annual premiums. "Paid-up" means that no further premiums
would be required to continue the coverage in force until maturity, based on
certain prescribed assumptions. If the total premiums paid at any time during
the first 7 policy years exceed the 7-pay limit, the policy will be treated as a
"modified endowment", which can have adverse tax consequences.

The owner will be taxed on distributions and loans from a "modified endowment"
to the extent of any income (gain) to the owner (on an income-first basis). The
distributions and loans affected will be those made on or after, and within the
two year period prior to, the time the policy becomes a modified endowment.
Additionally, a 10% penalty tax may be imposed on taxable portions of such
distributions or loans that are made before the owner attains age 59 1/2.

Furthermore, any time there is a "material change" in a policy (such as an
increase in Additional Sum Insured, the addition of certain other policy
benefits after issue, a change in death benefit option, or reinstatement of a
lapsed policy), the policy will have a new 7-pay limit as if it were a
newly-issued policy. If a prescribed portion of the policy's then account value,
plus all other premiums paid within 7 years after the material change, at any
time exceed the new 7-pay limit, the policy will become a modified endowment.

Moreover, if benefits under a policy are reduced (such as a reduction in the
Total Sum Insured or death benefit or the reduction or cancellation of certain
rider benefits), the 7-pay limit will be recalculated

based on the reduced benefits. If the premiums paid to date are greater than the
recalculated 7-pay limit, the policy will become a modified endowment.

All modified endowments issued by the same insurer (or its affiliates) to the
owner during any calendar year generally will be treated as one contract for the
purpose of applying the modified endowment rules. A policy received in exchange
for a modified endowment will itself also be a modified endowment. You should
consult your tax advisor if you have questions regarding the possible impact of
the 7-pay limit on your policy.

Corporate and H.R. 10 plans

The policy may be acquired in connection with the funding of retirement plans
satisfying the qualification requirements of Section 401 of the Code. If so, the
Code provisions relating to such plans and life insurance benefits thereunder
should be carefully scrutinized. We are not responsible for compliance with the
terms of any such plan or with the requirements of applicable provisions of the
Code.

REPORTS THAT YOU WILL RECEIVE

At least annually, we will send you a statement setting forth the following
information as of the end of the most recent reporting period: the amount of the
death benefit, the Basic Sum Insured and the Additional Sum Insured, the account
value, the portion of the account value in each investment option, the surrender
value, premiums received and charges deducted from premiums since the last
report, and any outstanding policy loan (and interest charged for the preceding
policy year). Moreover, you also will receive confirmations of premium payments,
transfers among investment options, policy loans, partial withdrawals and
certain other policy transactions.

Semiannually we will send you a report containing the financial statements of
the Series Funds, including a list of securities held in each fund.

VOTING PRIVILEGES THAT YOU WILL HAVE

All of the assets in the subaccounts of the Account are invested in shares of
the corresponding funds of the Series Funds. We will vote the shares of each of
the funds of a Series Fund which are deemed attributable to variable life
insurance policies at regular and special meetings of the Series Fund's
shareholders in accordance with instructions received from owners of such
policies. Shares of the Series Fund held in the Account which are not
attributable to such policies, as well as shares for which instructions from
owners are not received, will be represented by us at the meeting. We will vote
such shares for and against each matter in the same proportions as the votes
based upon the instructions received from the owners of such policies.

We determine the number of a fund's shares held in a subaccount attributable
to each owner by dividing the amount of a policy's account value held in the
subaccount by the net asset value of one share in the fund. Fractional votes
will be counted. We determine the number of shares as to which the owner may
give instructions as of the record date for a Series Fund's meeting. Owners of
policies may give instructions regarding the election of the Board of Trustees
or the Board of Directors of a Series Fund, ratification of the selection of
independent auditors, approval of Series Fund investment advisory agreements and
other matters requiring a shareholder vote. We will furnish owners with
information and forms to enable owners to give voting instructions.

However, we may, in certain limited circumstances permitted by the SEC's
rules, disregard voting instructions. If we do disregard voting instructions,
you will receive a summary of that action and the reasons for it in the next
semi-annual report to owners.

CHANGES THAT JOHN HANCOCK CAN MAKE AS TO YOUR POLICY

Changes relating to a Series Fund or the Account

The voting privileges described in this prospectus reflect our understanding
of applicable Federal securities law requirements. To the extent that applicable
law, regulations or interpretations change to eliminate or restrict the need for
such voting privileges, we reserve the right to proceed in accordance with any
such revised requirements. We also reserve the right, subject to compliance with
applicable law, including approval of owners if so required, (1) to transfer
assets determined by John Hancock to be associated with the class of policies to
which your policy belongs from the Account to another separate account or
subaccount, (2) to operate the Account as a "management-type investment company"
under the 1940 Act, or in any other form permitted by law, the investment
adviser of which would be John Hancock or an affiliate, (3) to deregister the
Account under the 1940 Act, (4) to substitute for the fund shares held by a
subaccount any other investment permitted by law, and (5) to take any action
necessary to comply with or obtain any exemptions from the 1940 Act. We would
notify owners of any of the foregoing changes and, to the extent legally
required, obtain approval of owners and any regulatory body prior thereto. Such
notice and approval, however, may not be legally required in all cases.

Other permissible changes

We reserve the right to make any changes in the policy necessary to ensure the
policy is within the definition of life insurance under the Federal tax laws and
is in compliance with any changes in Federal or state tax laws.

In our policies, we reserve the right to make certain changes if they would
serve the best interests of policy owners or would be appropriate in carrying
out the purposes of the policies. Such changes include the following:

. Changes necessary to comply with or obtain or continue exemptions under the
federal securities laws

. Combining or removing investment options

. Changes in the form of organization of any separate account

Any such changes will be made only to the extent permitted by applicable laws
and only in the manner permitted by such laws. When required by law, we will
obtain your approval of the changes and the approval of any appropriate
regulatory authority.

ADJUSTMENTS WE MAKE TO DEATH BENEFITS

If either insured person commits suicide within certain time periods, the
amount of death benefit we pay will be limited as described in the policy. Also,
if an application misstated the age or gender of either insured person, we will
adjust the amount of any death benefit as described in the policy.

WHEN WE PAY POLICY PROCEEDS

General

We will pay any death benefit, withdrawal, surrender value or loan within 7
days after we receive the last required form or request (and, with respect to
the death benefit, any other documentation that may be required). If we don't
have information about the desired manner of payment within 7 days after the
date we receive documentation of the death of the last surviving insured person,
we will pay the proceeds as a single sum.

Delay to challenge coverage

We may challenge the validity of your insurance policy based on any material
misstatements made to us in the application for the policy. We cannot make such
a challenge, however, beyond certain time limits that are specified in the
policy.

Delay for check clearance

We reserve the right to defer payment of that portion of your account value
that is attributable to a premium payment made by check for a reasonable period
of time (not to exceed 15 days) to allow the check to clear the banking system.

Delay of separate account proceeds

We reserve the right to defer payment of any death benefit, loan or other
distribution that is derived from a variable investment option if (a) the New
York Stock Exchange is closed (other than customary weekend and holiday
closings) or trading on the New York Stock Exchange is restricted; (b) an
emergency exists, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to fairly determine the account
value; or (c) the SEC by order permits the delay for the protection of owners.
Transfers and allocations of account value among the investment options may also
be postponed under these circumstances. If we need to defer calculation of
separate account values for any of the foregoing reasons, all delayed
transactions will be processed at the next values that we do compute.

OTHER DETAILS ABOUT EXERCISING RIGHTS AND PAYING BENEFITS

Joint ownership

If more than one person owns a policy, all owners must join in most requests
to exercise rights under the policy.

Assigning your policy

You may assign your rights in the policy to someone else as collateral for a
loan or for some other reason. Assignments do not require the consent of any
revocable beneficiary. A copy of the assignment must be forwarded to us. We are
not responsible for any payment we make or any action we take before we receive
notice of the assignment in good order. Nor are we responsible for the validity
of the assignment. An absolute assignment is a change of ownership. All
collateral assignees of record must consent to any full surrender, partial
withdrawal or loan from the policy.

Your beneficiary

You name your beneficiary when you apply for the policy. The beneficiary is
entitled to the proceeds we pay following the death of the last surviving
insured person. You may change the beneficiary during that insured person's
lifetime. Such a change requires the consent of any irrevocable named
beneficiary. A new beneficiary designation is effective as of the date you sign
it, but will not affect any payments we make before we receive it. If no
beneficiary is living when the last surviving insured person dies, we will pay
the insurance proceeds to the owner or the owner's estate.

LEGAL MATTERS

The legal validity of the policies described in this prospectus has been
passed on by Ronald J. Bocage, Vice President and Counsel for John Hancock. The
law firm of Foley & Lardner, Washington, D.C., has advised us on certain Federal
securities law matters in connection with the policies.

REGISTRATION STATEMENT FILED WITH THE SEC

This prospectus omits certain information contained in the Registration
Statement which has been filed with the SEC. More details may be obtained from
the SEC upon payment of the prescribed fee.

ACCOUNTING AND ACTUARIAL EXPERTS

Certain of the financial statements of John Hancock and the Account included
in this prospectus have been audited by Ernst & Young LLP, independent auditors,
for the periods indicated in their reports thereon which appear elsewhere herein
and have been included in reliance on their reports given on their authority as
experts in accounting and auditing. Actuarial matters included in this

prospectus have been examined by Todd G. Engelsen, F.S.A., an Actuary and Second
Vice President of John Hancock.

FINANCIAL STATEMENTS OF JOHN HANCOCK AND THE ACCOUNT

The financial statements of John Hancock included herein should be
distinguished from the financial statements of the Account and should be
considered only as bearing upon the ability of John Hancock to meet its
obligations under the policies.

In addition to those financial statements of John Hancock and the Account
included herein that have been audited by Ernst & Young LLP, this prospectus
also contains unaudited financial statements of both John Hancock and the
Account for a period subsequent to the audited financial statements.

LIST OF DIRECTORS AND EXECUTIVE OFFICERS OF JOHN HANCOCK

The Directors and Executive Officers of John Hancock and their principal
occupations during the past five years are as follows:

Directors Principal Occupations
- --------- ---------------------
David F. D'Alessandro ..........Chairman of the Board, President and Chief
Executive Officer, John Hancock
Foster L. Aborn ................Director, formerly Vice Chairman of the Board
and Chief Investment Officer, John Hancock
I. MacAllister Booth ...........Retired Chairman of the Board and Chief
Executive Officer, Polaroid Corporation
(photographic products)
Wayne A. Budd ..................Executive Vice President and General Counsel,
John Hancock; formerly Group President, Bell
Atlantic - New England (telecommunications)
John M. Connors, Jr. ...........Chairman and Chief Executive Officer and
Director, Hill, Holliday, Connors, Cosmopoulos,
Inc. (advertising).
John M. DeCiccio ...............Executive Vice President and Chief Investment
Officer, John Hancock
Robert E. Fast .................Senior Partner, Hale and Dorr (law firm)
Kathleen F. Feldstein ..........President, Economic Studies, Inc. (economic
consulting).
Nelson S. Gifford ..............Principal, Fleetwing Capital (financial
services)
Thomas P. Glynn ................Chief Operating Officer, Partners HealthCare
System (health care)
Michael C. Hawley ..............Retired Chairman and Chief Executive Officer,
The Gillette Company (razors, etc.)
Edward H. Linde ................President and Chief Executive Officer, Boston
Properties, Inc. (real estate)
Judith A. McHale ..............President and Chief Operating Officer, Discovery
Communications, Inc. (multimedia communications)
R. Robert Popeo ................Chairman, Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo (law firm)
Richard F. Syron ...............Chairman and Chief Executive Officer, Thermo
Electron Corp. (scientific and industrial
instruments)
Robert J. Tarr, Jr. ............Formerly Chairman, President and Chief Executive
Officer, HomeRuns.com (online grocer)

Other Executive Officers
- ------------------------
Thomas E. Moloney ..............Senior Executive Vice President and Chief
Financial Officer
Michael Bell ...................Senior Executive Vice President - Retail;
Founder and Director of Monitor Company
(management consulting)
Derek Chilvers .................Executive Vice President; Chairman and Chief
Executive Officer of John Hancock International
Holdings, Inc.
Maureen R. Ford ................Executive Vice President; Chairman and Chief
Executive Officer of John Hancock Funds, Inc.
Kathleen M. Graveline ..........Executive Vice President
Barry J. Rubenstein ............Vice President, Counsel and Secretary
Robert F. Walters ..............Executive Vice President and Chief Information
Officer

The business address of all Directors and officers of John Hancock is John
Hancock Place, Boston, Massachusetts 02117.

UNAUDITED FINANCIAL STATEMENTS

FOR

JOHN HANCOCK LIFE INSURANCE COMPANY

THIRD QUARTER 2001

[TO BE ADDED BY PRE-EFFECTIVE AMENDMENT]

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
John Hancock Life Insurance Company

We have audited the accompanying consolidated balance sheets of John Hancock
Life Insurance Company as of December 31, 2000 and 1999, and the related
consolidated statements of income, changes in shareholder's equity, and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of John Hancock Life
Insurance Company at December 31, 2000 and 1999, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

/S/ ERNST & YOUNG LLP
Boston, Massachusetts
March 16, 2001

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
--------------------
2000 1999
--------- -----------
(IN MILLIONS)
ASSETS
Investments--Notes 3 and 4
Fixed maturities:
Held-to-maturity--at amortized cost
(fair value: 2000--$11,651.2; 1999--$13,438.7) .. $11,888.6 $13,790.2
Available-for-sale--at fair value (cost:
2000--$15,790.3; 1999--$17,150.9) ............... 16,023.5 16,959.2
Equity securities:
Available-for-sale--at fair value (cost:
2000--$830.6; 1999--$1,086.2) ................... 1,094.9 1,230.2
Trading securities--at fair value (cost:
2000--$193.4; 1999--$53.8) ...................... 231.6 84.1
Mortgage loans on real estate ....................... 8,968.9 10,733.0
Real estate ......................................... 519.0 548.5
Policy loans ........................................ 428.6 1,938.8
Short-term investments .............................. 151.9 166.9
Other invested assets ............................... 1,353.0 1,311.1
--------- ---------
Total Investments ................................. 40,660.0 46,762.0
Cash and cash equivalents ........................... 2,841.2 1,797.7
Accrued investment income ........................... 585.9 652.0
Premiums and accounts receivable .................... 210.8 215.6
Deferred policy acquisition costs ................... 2,388.5 3,142.7
Reinsurance recoverable--Note 9 ..................... 2,829.0 2,246.0
Other assets ........................................ 2,100.6 1,724.8
Closed block assets--Note 6 ......................... 9,710.0 --
Separate accounts assets ............................ 26,454.8 28,047.6
--------- ---------
Total Assets ...................................... $87,780.8 $84,588.4
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS--(CONTINUED)

DECEMBER 31,
2000 1999
--------- ------------
(IN MILLIONS)

LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities
Future policy benefits .............................. $22,996.4 $31,106.2
Policyholders' funds ................................ 15,722.9 15,562.3
Unearned revenue .................................... 671.3 490.2
Unpaid claims and claim expense reserves ............ 253.7 358.9
Dividends payable to policyholders .................. 130.8 472.8
Short-term debt--Note 7 ............................. 245.3 453.8
Long-term debt--Note 7 .............................. 534.0 536.9
Income taxes--Note 5 ................................ 428.8 161.8
Other liabilities ................................... 2,600.7 2,551.2
Closed block liabilities--Note 6 .................... 12,035.9 --
Separate accounts liabilities ....................... 26,454.8 28,047.6
--------- ---------
Total Liabilities ................................. 82,074.6 79,741.7
Minority interest--Note 8 ........................... 290.3 93.5
Commitments and contingencies--Note 11
Shareholder's Equity--Note 12 .......................
Common stock, $10,000 par value; 1,000 shares
authorized and outstanding ......................... 10.0 --
Additional paid in capital .......................... 4,998.9 --
Retained earnings ................................... 330.1 4,782.9
Accumulated other comprehensive income (loss) ....... 76.9 (29.7)
--------- ---------
Total Shareholder's Equity ........................ 5,415.9 4,753.2
--------- ---------
Total Liabilities and Shareholder's Equity ........ $87,780.8 $84,588.4
========= =========

The accompanying notes are an integral part of these consolidated financial
statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
--------- --------- -----------
(IN MILLIONS)
REVENUES
Premiums ................................... $2,190.4 $2,411.3 $2,109.0
Universal life and investment-type product
charges ................................... 746.7 703.3 597.0
Net investment income--Note 3 .............. 3,251.0 3,568.5 3,328.0
Net realized investment gains, net of
related amortization of deferred
policy acquisition costs and amounts
credited to participating pension
contractholders ($6.0, $85.8 and $120.3,
respectively)--Notes 1, 3, and 13 ......... 83.9 175.2 106.1
Investment management revenues, commissions
and other fees ............................ 764.8 680.9 659.7
Other revenue (expense) .................... (13.9) 0.1 10.3
Contribution from the closed block--
Note 6 .................................... 124.1 -- --
-------- -------- --------
Total revenues 7,147.0 7,539.3 6,810.1
Benefits and expenses
Benefits to policyholders, excluding amounts
related to net realized investment gains
credited to participating pension
contractholders ($6.9, $35.3, $79.1,
respectively)--Notes 1, 3, and 13 ......... 4,092.5 5,133.0 4,082.6
Other operating costs and expenses ......... 1,507.7 1,384.4 1,357.8
Amortization of deferred policy acquisition
costs, excluding amounts related to net
realized investment gains (losses)
(($0.9), $50.5 and $41.2, respectively)--
Notes 1, 3 and 13 ......................... 183.8 164.2 261.2
Dividends to policyholders ................. 157.3 501.6 473.2
Demutualization expenses ................... 10.6 96.2 18.0
-------- -------- --------
Total benefits and expenses .............. 5,951.9 7,279.4 6,192.8
-------- -------- --------
Income before income taxes, minority
interest and cumulative effect of
accounting change ......................... 1,195.1 259.9 617.3
Income taxes--Note 5 ....................... 344.4 97.9 174.1
-------- -------- --------
Income before minority interest and
cumulative effect of accounting change .... 850.7 162.0 443.2
Minority interest--Note 8 .................. (10.6) (1.6) (1.1)
-------- -------- --------
Income before cumulative effect of
accounting change ......................... 840.1 160.4 442.1
Cumulative effect of accounting change, net
of tax--Note 1 ............................ -- (9.7) --
-------- -------- --------
Net income ................................. $ 840.1 $ 150.7 $ 442.1
======== ======== ========

The accompanying notes are an integral part of these consolidated financial
statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
AND COMPREHENSIVE INCOME

ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID IN RETAINED COMPREHENSIVE SHAREHOLDER'S
STOCK CAPITAL EARNINGS INCOME (LOSS) EQUITY
------ ---------- --------- -------------- ----------------

(IN MILLIONS)
Balance at January 1,
1998 ................. $4,190.1 $ 446.7 $4,636.8
Comprehensive income:
Net income ........... 442.1 442.1
Other comprehensive
income, net of tax:
Net unrealized gains
(losses) ............ (148.6) (148.6)
Foreign currency
translation
adjustment .......... (6.0) (6.0)
Minimum pension
liability ........... (8.8) (8.8)
--------
Comprehensive income .. 278.7
-------- ------- --------
Balance at December
31, 1998 ............. 4,632.2 283.3 4,915.5
Comprehensive income:
Net income ........... 150.7 150.7
Other comprehensive
income, net of tax:
Net unrealized gains
(losses) ............ (307.0) (307.0)
Foreign currency
translation
adjustment .......... 16.9 16.9
Minimum pension
liability ........... (22.9) (22.9)
--------
Comprehensive income .. (162.3)
-------- ------- --------
Balance at December
31, 1999 ............. $4,782.9 $ (29.7) $4,753.2
======== ======= ========

The accompanying notes are an integral part of these consolidated financial
statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S
EQUITY AND COMPREHENSIVE INCOME--(CONTINUED)

ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID IN RETAINED COMPREHENSIVE SHAREHOLDER'S
STOCK CAPITAL EARNINGS INCOME (LOSS) EQUITY
------ ---------- ---------- -------------- ----------------
(IN MILLIONS)

Balance at December
31, 1999 ................ -- -- $ 4,782.9 $(29.7) $4,753.2
Demutualization
transaction ............. $10.0 $4,956.4 (4,826.9) 139.5
Comprehensive income:
Net income before
demutualization ........ 44.0 44.0
Net income after
demutualization ........ 796.1 796.1
--------- --------
Net income for the
year ................... 840.1 840.1
Other comprehensive
income, net of tax:
Net unrealized gains
(losses) ............... 122.0 122.0
Foreign currency
translation
adjustment ............. (19.1) (19.1)
Minimum pension
liability .............. 8.2 8.2
------ --------
Comprehensive income ..... 951.2
Capital contributions
from parent company ..... 42.5 42.5
Dividend paid to
parent company .......... (466.0) (466.0)
Minority interest ........ (4.5) (4.5)
----- -------- --------- ------ --------
Balance at December
31, 2000 ................ $10.0 $4,998.9 $ 330.1 $ 76.9 $5,415.9
===== ======== ========= ====== ========

The accompanying notes are an integral part of these consolidated financial
statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-----------------------------------
2000 1999 1998
---------- ----------- -------------
(IN MILLIONS)

Cash flows from operating activities:
Net income ................................ $ 840.1 $ 150.7 $ 442.1
Adjustments to reconcile net income
to net cash provided by operating
activities:
Amortization of discount--fixed
maturities .............................. (121.8) (77.9) (55.6)
Realized investment gains, net ........... (83.9) (175.2) (106.1)
Change in deferred policy acquisition
costs ................................... (334.0) (281.3) (173.8)
Depreciation and amortization ............ 98.6 74.3 90.2
Net cash flows from trading
securities .............................. (147.5) (16.2) 4.2
(Increase) decrease in accrued
investment income ....................... (70.0) (116.3) 21.9
Decrease in premiums and accounts
receivable .............................. 0.8 11.8 131.3
Increase in other assets and other
liabilities, net ........................ (546.4) (218.7) (427.4)
Increase in policy liabilities and
accruals, net ........................... 1,776.9 2,253.6 1,347.4
Loss on sale of subsidiaries ............. -- 21.3 --
Increase (decrease) in income taxes. ..... 434.6 (4.2) 16.6
Initial cash transferred to the
closed block ............................ (158.6) -- --
Contribution from the closed block ....... (124.1) -- --
--------- ---------- ----------
Net cash provided by operating
activities ................................ 1,564.7 1,621.9 1,290.8
Cash flows from investing activities:
Sales of:
Fixed maturities held-to-maturity ........ -- 28.7 8.5
Fixed maturities available-for-sale ...... 4,896.8 9,824.0 21,079.2
Equity securities available-for-sale ..... 742.9 182.7 249.2
Real estate .............................. 66.4 1,286.3 640.3
Short-term investments and other
invested assets ......................... 101.9 764.4 926.3
Maturities, prepayments and scheduled
redemptions of:
Fixed maturities held-to-maturity ........ 1,553.9 1,777.1 2,166.9
Fixed maturities available-for-sale ...... 1,394.2 1,880.3 2,162.3
Short-term investments and other
invested assets ......................... 459.9 311.8 79.4
Mortgage loans on real estate ............ 1,429.9 1,509.0 1,849.8
Purchases of:
Fixed maturities held-to-maturity ........ (1,860.8) (2,715.1) (2,428.5)
Fixed maturities available-for-sale ...... (7,553.0) (12,660.6) (24,118.7)
Equity securities available-for-sale ..... (511.6) (384.1) (384.5)
Real estate .............................. (46.0) (197.2) (152.0)
Short-term investments and other
invested assets ......................... (818.5) (715.4) (1,103.0)
Mortgage loans on real estate issued ..... (1,605.8) (2,410.7) (2,265.3)
Cash received related to acquisition
of business .............................. 141.3 -- --
Net cash received (paid) related to
sale of subsidiaries .................... 267.2 (206.5) --
Net cash paid for acquisition of
subsidiary .............................. -- (200.4) --
Other, net ................................ 22.8 (7.9) (13.0)
--------- ---------- ----------
Net cash used in investing activities ..... (1,318.5) (1,933.6) (1,303.1)
========= ========== ==========

The accompanying notes are an integral part of these consolidated financial
statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS -- (CONTINUED)

YEAR ENDED DECEMBER 31,
---------------------------------
2000 1999 1998
---------- ---------- ------------
(IN MILLIONS)

Cash flows from financing activities:
Issuance of common stock .................... $ 10.0 -- --
Contribution from Parent .................... 1,552.0
Payments to eligible policyholders under
Plan of Reorganization ..................... (1,076.7) -- --
Dividend paid to parent company ............. (466.0) -- --
Proceeds from issuance of preferred
stock ...................................... -- $ 68.2 --
Universal life and investment--type
contract deposits .......................... 8,148.3 8,365.9 $ 8,214.8
Universal life and investment-type
contract maturities and withdrawals ........ (7,158.8) (8,144.0) (7,204.1)
Issuance of long-term debt .................. 20.0 6.0 77.0
Repayment of long-term debt ................. (73.2) (15.5) (298.1)
Net (decrease) increase in commercial
paper ...................................... (158.3) (30.5) 60.4
--------- --------- ---------
Net cash provided by financing
activities ................................ 797.3 250.1 850.0
--------- --------- ---------
Net increase (decrease) in cash and
cash equivalents .......................... 1,043.5 (61.6) 837.7
Cash and cash equivalents at beginning of
year ........................................ 1,797.7 1,859.3 1,021.6
--------- --------- ---------
Cash and cash equivalents at end of year ..... $ 2,841.2 $ 1,797.7 $ 1,859.3
========= ========= =========

The accompanying notes are an integral part of these consolidated financial
statement.

JOHN HANCOCK LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

John Hancock Life Insurance Company (the Company), formerly known as John
Hancock Mutual Life Insurance Company (the Mutual Company) and Subsidiaries, is
a diversified financial services organization that provides a broad range of
insurance and investment products and investment management and advisory
services.

Reorganization and Initial Public Offering

In connection with the Mutual Company's Plan of Reorganization (the Plan),
effective February 1, 2000, the Mutual Company converted from a mutual life
insurance company to a stock life insurance company (i.e., demutualized) and
became a wholly-owned subsidiary of John Hancock Financial Services, Inc. (JHFS
or the parent company), which is a holding company. All policyholder membership
interests in the Mutual Company were extinguished on that date and eligible
policyholders of the Mutual Company received, in the aggregate, 212.8 million
shares of common stock, $1,438.7 million of cash and $43.7 million policy
credits as compensation. In addition, the Company established a closed block, to
fund the guaranteed benefits and dividends of certain participating insurance
policies. In connection with the Plan, the Mutual Company changed its name to
John Hancock Life Insurance Company.

In addition, on February 1, 2000, JHFS completed its initial public offering
(IPO) in which 102.0 million shares of common stock were issued at a price of
$17.00 per share. Net proceeds from the IPO were $1,657.7 million, of which
$105.7 million was retained by JHFS and $1,552.0 million was contributed to the
Company.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its majority-owned and controlled subsidiaries. Less than
majority-owned entities in which the Company has at least a 20% interest are
accounted for using the equity method. All significant intercompany transactions
and balances have been eliminated.

As of October 1, 2000, the Company sold 100% of the common stock of John
Hancock Reassurance Company Ltd. (JHReCO), a Bermuda based subsidiary, to JHFS
for cash of $44.9 million. The sale has been accounted for as a de-pooling of
interests, and accordingly all prior period consolidated financial statements
have been restated to exclude the results of operations, financial position, and
cash flows of JHReCO from the Company's financial statements. No gain or loss
was recognized on the transaction.

The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.

Investments

In accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the Company is required to classify its investments into one of
three categories: held-to-maturity, available-for-sale or trading. The Company
determines the appropriate classification of debt securities at the time of
purchase and re-evaluates such designation as of each balance sheet date. Fixed
maturity investments include bonds, mortgage-backed securities, and redeemable
preferred stock and are classified as held-to-maturity or available-for-sale.
Bonds and mortgage-backed securities which the Company has the positive intent
and ability to hold to maturity are classified as held-to-maturity and carried
at amortized cost. Fixed maturity investments not classified as held-to-maturity
are classified as available-for-sale and are carried at fair value. Unrealized
gains and losses related to available-for-sale securities are reflected in
shareholder's equity, net of related amortization of deferred policy acquisition
costs, amounts credited to participating pension contractholders and applicable
taxes. The amortized cost of debt securities is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization is included
in investment income. The amortized cost of fixed maturity investments is
adjusted for impairments in value deemed to be other than temporary.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For the mortgage-backed bond portion of the fixed maturity investment
portfolio, the Company recognizes income using a constant effective yield based
on anticipated prepayments and the estimated economic life of the securities.
When actual prepayments differ significantly from anticipated prepayments, the
effective yield is recalculated to reflect actual payments to date, and
anticipated future payments and any resulting adjustment is included in net
investment income.

Equity securities include common stock and non-redeemable preferred stock.
Equity securities that have readily determinable fair values are carried at fair
value. For equity securities which the Company has classified as
available-for-sale, unrealized gains and losses are reflected in shareholder's
equity as described above. Impairments in value deemed to be other than
temporary are reported as a component of realized investment gains (losses).
Gains and losses, both realized and unrealized, on equity securities classified
as trading are included in net investment income.

Mortgage loans on real estate are carried at unpaid principal balances
adjusted for amortization of premium or discount, less allowance for probable
losses. When it is probable that the Company will be unable to collect all
amounts of principal and interest due according to the contractual terms of the
mortgage loan agreement, the loan is deemed to be impaired and a valuation
allowance for probable losses is established. The valuation allowance is based
on the present value of the expected future cash flows, discounted at the loan's
original effective interest rate, or on the collateral value of the loan if the
loan is collateral dependent. Any change to the valuation allowance for mortgage
loans on real estate is reported as a component of realized investment gains
(losses). Interest received on impaired mortgage loans on real estate is
included in interest income in the period received. If foreclosure becomes
probable, the measurement method used is collateral value. Foreclosed real
estate is then recorded at the collateral's fair value at the date of
foreclosure, which establishes a new cost basis.

Investment real estate, which the Company has the intent to hold for the
production of income, is carried at depreciated cost, using the straight-line
method of depreciation, less adjustments for impairments in value. In those
cases where it is determined that the carrying amount of investment real estate
is not recoverable, an impairment loss is recognized based on the difference
between the depreciated cost and fair value of the asset. The Company reports
impairment losses as part of realized investment gains (losses).

Real estate to be disposed of is carried at the lower of cost or fair value
less costs to sell. Any change to the valuation allowance for real estate to be
disposed of is reported as a component of realized investment gains (losses).
The Company does not depreciate real estate to be disposed of. During 1998, the
Company made a strategic decision to sell the majority of its commercial real
estate portfolio. Properties with a carrying value of $43.7 million, $979.7
million and $512.0 million were sold in 2000, 1999 and 1998, respectively. As of
December 31, 2000, the plan to divest the Company of the majority of its
commercial real estate portfolio is substantially complete.

Policy loans are carried at unpaid principal balances which approximate fair
value.

Short-term investments are carried at amortized cost.

Partnership and joint venture interests in which the Company does not have
control or a majority ownership interest are recorded using the equity method of
accounting and included in other invested assets.

Realized investment gains and losses, other than those related to separate
accounts for which the Company does not bear the investment risk, are determined
on the basis of specific identification and are reported net of related
amortization of deferred policy acquisition costs and amounts credited to
participating pension contract holder accounts.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Derivative Financial Instruments

The Company uses futures contracts, interest rate swap, cap and floor
agreements, swaptions and currency rate swap agreements for other than trading
purposes to hedge and manage its exposure to changes in interest rate levels,
and foreign exchange rate fluctuations, and to manage duration mismatch of
assets and liabilities. The Company also uses equity collar agreements to reduce
its exposure to market fluctuations in certain equity securities.

The Company uses futures contracts principally to hedge risks associated with
interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. Futures contracts represent commitments to either purchase
or sell securities at a specified future date and at a specified price or yield.

The Company uses interest rate swap, cap and floor agreements and swaptions
for the purpose of converting the interest rate characteristics (fixed or
variable) of certain investments to more closely match its liabilities. Interest
rate swap agreements are contracts with a counterparty to exchange interest rate
payments of a differing character (e.g., fixed-rate payments exchanged for
variable-rate payments) based on an underlying principal balance (notional
principal) to hedge against interest rate changes. Interest rate cap and floor
agreements are contracts with a counterparty which require the payment of a
premium for the right to receive payments for the difference between the cap or
floor interest rate and a market interest rate on specified future dates based
on an underlying principal balance (notional principal) to hedge against rising
and falling interest rates. Swaptions entitle the Company to receive settlement
payments from other parties on specified expiration dates, contingent on future
interest rates. The amount of such settlement payments, if any, is determined by
the present value of the difference between the fixed rate on a market rate swap
and the strike rate multiplied by the notional amount.

Currency rate swap agreements are used to manage the Company's exposure to
foreign exchange rate fluctuations. Currency rate swap agreements are contracts
to exchange the currencies of two different countries at the same rate of
exchange at specified future dates.

The Company invests in common stock that is subject to fluctuations from
market value changes in stock prices. The Company sometimes seeks to reduce its
market exposure to such holdings by entering into equity collar agreements. A
collar consists of a call option that limits the Company's potential for gain
from appreciation in the stock price as well as a put option that limits the
Company's potential for loss from a decline in the stock price.

Futures contracts are carried at fair value and require daily cash settlement.
Changes in the fair value of futures contracts that qualify as hedges are
deferred and recognized as an adjustment to the hedged asset or liability.

The net differential to be paid or received on interest rate swap agreements
and currency rate swap agreements is accrued and recognized as a component of
net investment income. The related amounts due to or from counterparties are
included in accrued investment income receivable or payable.

Premiums paid for interest rate cap and floor agreements and swaptions are
deferred and amortized to net investment income on a straight-line basis over
the term of the agreements. The unamortized premium is included in other assets.
Amounts earned on interest rate cap and floor agreements and swaptions are
recorded as an adjustment to net investment income. Settlements received on
swaptions are deferred and amortized over the life of the hedged assets as an
adjustment to yield.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Interest rate swap, cap and floor agreements, swaptions and currency rate swap
agreements which hedge instruments designated as available-for-sale are adjusted
to fair value with the resulting unrealized gains and losses, net of related
taxes, included in shareholder's equity. The net unrealized gain (losses) on
derivatives hedging available-for-sale instruments included in shareholder's
equity was ($181.2) million, $86.1 million, and ($128.1) million, at December
31, 2000, 1999 and 1998, respectively. The change in net unrealized gain
(losses) for derivatives recorded as part of other comprehensive income for the
years ended December 31, 2000, 1999 and 1998 was ($267.3) million, $214.2
million, and ($68.4) million, respectively. The fair value of those derivatives
used to hedge items other than available-for-sale instruments is not recognized
in the financial statements.

Equity collar agreements are carried at fair value and are included in other
invested assets, with the resulting unrealized gains and losses included in
realized investment gains (losses).

Hedge accounting is applied after the Company determines that the items to be
hedged expose it to interest or price risk, designates these financial
instruments as hedges and assesses whether the instruments reduce the hedged
risks through the measurement of changes in the value of the instruments and the
items being hedged at both inception and throughout the hedge period.

From time to time, futures contracts, interest rate swaps, cap and floor
agreements, swaptions and currency rate swap agreements are terminated. If the
terminated position was accounted for as a hedge, realized gains or losses are
deferred and amortized over the remaining lives of the hedged assets or
liabilities. Realized and unrealized changes in fair value of derivatives
designated with items that no longer exist or are no longer probable of
occurring are recorded as a component of the gain or loss arising from the
disposition of the designated item or included in income when it is determined
that the item is no longer probable of occurring. Changes in the fair value of
derivatives no longer effective as hedges are recognized in income from the date
the derivative becomes ineffective until their expiration.

Revenue Recognition

Premiums from participating and non-participating traditional life insurance
and annuity policies with life contingencies are recognized as income when due.

Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholders' account
balances for mortality charges, policy administration charges and surrender
charges.

Premiums for contracts with a single premium or a limited number of premium
payments, due over a significantly shorter period than the total period over
which benefits are provided, are recorded in income when due. The portion of
such premium that is not required to provide for all benefits and expenses is
deferred and recognized in income in a constant relationship to insurance in
force or, for annuities, the amount of expected future benefit payments.

Premiums from long-term care insurance contracts are recognized as income when
due. Premiums from group life and health insurance contracts are recognized as
income over the period to which the premiums relate in proportion to the amount
of insurance protection provided.

Property and casualty insurance premiums are recognized as earned over the
terms of the contracts.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Investment advisory, transfer agent, distribution and service fees are
recognized as revenues when services are performed. Commissions related to
security transactions and related expenses are recognized as income on the trade
date. Contingent deferred selling charge commissions are recognized as income in
the year received. Selling commissions paid to the selling broker/dealer for
sales of mutual funds that do not have a front-end sales charge are deferred and
amortized on a straight-line basis over periods not exceeding six years. This is
the approximate period of time expected to be benefited and during which fees
earned pursuant to Rule 12b-1 distribution plans are received from the funds and
contingent deferred sales charges are received from shareholders of the funds.

Future Policy Benefits and Policyholders' Funds

Future policy benefits for participating traditional life insurance policies
are based on the net level premium method. This net level premium reserve is
calculated using the guaranteed mortality and dividend fund interest rates,
which range from 2.5% to 8.0%. The liability for annual dividends represents the
accrual of annual dividends earned. Settlement dividends are accrued in
proportion to gross margins over the life of the contract.

For non-participating traditional life insurance policies, future policy
benefits are estimated using a net level premium method on the basis of
actuarial assumptions as to mortality, persistency, interest and expenses
established at policy issue. Assumptions established at policy issue as to
mortality and persistency are based on the Company's experience, which, together
with interest and expense assumptions, include a margin for adverse deviation.
Benefit liabilities for annuities during the accumulation period are equal to
accumulated contract holders' fund balances and after annuitization are equal to
the present value of expected future payments. Interest rates used in
establishing such liabilities range from 2.5% to 8.0% for life insurance
liabilities, from 2.0% to 14.2% for individual annuity liabilities and from 2.0%
to 12.6% for group annuity liabilities.

Policyholders' funds for universal life and investment-type products,
including guaranteed investment contracts and funding agreements, are equal to
the policyholder account values before surrender charges. As of December 31,
2000, the Company had approximately $6.3 billion of funding agreements, none of
which contains early termination provisions. Policy benefits that are charged to
expense include benefit claims incurred in the period in excess of related
policy account balances and interest credited to policyholders' account
balances. Interest crediting rates range from 3.0% to 9.0% for universal life
products and from 4.6% to 16.0% for investment-type products.

Future policy benefits for long-term care insurance policies are based on the
net level premium method. Assumptions established at policy issue as to
mortality, morbidity, persistency, interest and expenses, which include a margin
for adverse deviation, are based on estimates developed by management. Interest
rates used in establishing such liabilities range from 6.0% to 8.5%.

Liabilities for unpaid claims and claim expenses include estimates of payments
to be made on reported individual and group life, long-term care, and group
accident and health insurance claims and estimates of incurred but not reported
claims based on historical claims development patterns.

Estimates of future policy benefit reserves, claim reserves and expenses are
reviewed continually and adjusted as necessary; such adjustments are reflected
in current earnings. Although considerable variability is inherent in such
estimates, management believes that future policy benefit reserves and unpaid
claims and claims expense reserves are adequate.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and casualty reserves include loss reserve estimates based on claims
reported and unreported and estimates of future expenses to be incurred in
settlement of the claims provided for in the loss reserves estimates. These
liabilities include estimates of future trends in claim severity and frequency
and other factors that could vary as the losses are ultimately settled. During
1999, the Company sold the rest of its property and casualty business.

Participating Insurance

Participating business represents approximately 86.3%, 88.1%, and 87.7% of the
Company's life insurance in force, 97.9%, 98.3%, and 98.4% of the number of life
insurance policies in force, and 99.6%, 97.4%, and 97.3% of life insurance
premiums in 2000, 1999 and 1998, respectively.

The portion of earnings allocated to participating pension contract holders
that cannot be expected to inure to the Company is excluded from net income and
shareholder's equity.

The amount of policyholders' dividends to be paid is approved annually by the
Company's Board of Directors. The determination of the amount of policyholder
dividends is complex and varies by policy type. In general, the aggregate amount
of policyholders' dividends is related to actual interest, mortality, morbidity,
persistency and expense experience for the year and judgment as to the
appropriate level of statutory surplus to be retained by the Company. For
policies included in the closed block, expense experience is not included in
determining policyholders' dividends.

Deferred Policy Acquisition Costs

Costs that vary with, and are related primarily to, the production of new
business have been deferred to the extent that they are deemed recoverable. Such
costs include commissions, certain costs of policy issue and underwriting, and
certain agency expenses. For participating traditional life insurance policies,
such costs are being amortized over the life of the contracts at a constant rate
based on the present value of the estimated gross margin amounts expected to be
realized over the lives of the contracts. Estimated gross margin amounts include
anticipated premiums and investment results less claims and administrative
expenses, changes in the net level premium reserve and expected annual
policyholder dividends. For universal life insurance contracts and
investment-type products, such costs are being amortized generally in proportion
to the present value of expected gross profits arising principally from
surrender charges and investment results, and mortality and expense margins. The
effects on the amortization of deferred policy acquisition costs of revisions to
estimated gross margins and profits are reflected in earnings in the period such
estimated gross margins and profits are revised. For non-participating term life
and long-term care insurance products, such costs are being amortized over the
premium-paying period of the related policies using assumptions consistent with
those used in computing policy benefit reserves. Amortization expense was $182.9
million, $214.7 million, and $302.4 million in 2000, 1999 and 1998,
respectively.

Amortization of deferred policy acquisition costs is allocated to: (1)
realized investment gains and losses for those products that realized gains and
losses have a direct impact on the amortization of deferred policy acquisition
costs; (2) unrealized investment gains and losses, net of tax, to provide for
the effect on the deferred policy acquisition cost asset that would result from
the realization of unrealized gains and losses on assets backing participating
traditional life insurance and universal life and investment-type contracts; and
(3) a separate component of benefits and expenses to reflect amortization
related to the gross margins or profits, excluding realized gains and losses,
relating to policies and contracts in force.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Realized investment gains and losses related to certain products have a direct
impact on the amortization of deferred policy acquisition costs as such gains
and losses affect the amount and timing of profit emergence. Accordingly, to the
extent that such amortization results from realized gains and losses, management
believes that presenting realized investment gains and losses net of related
amortization of deferred policy acquisition costs provides information useful in
evaluating the operating performance of the Company. This presentation may not
be comparable to presentations made by other insurers.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and all highly liquid debt investments
with a maturity of three months or less when purchased.

Goodwill and Value of Business Acquired

The excess of cost over the fair value of the net assets of businesses
acquired was $228.6 million and $155.3 million at December 31, 2000 and 1999,
respectively, and is included in other assets in the consolidated balance
sheets. Goodwill is amortized on systematic bases over periods not exceeding 40
years, which correspond with the benefits estimated to be derived from the
acquisitions. Accumulated amortization was $63.6 million and $43.3 million at
December 31, 2000 and 1999, respectively. Amortization expense included in other
operating costs and expenses was $20.3 million, $9.7 million, and $9.1 million,
in 2000, 1999 and 1998, respectively. The Company reevaluates the recoverability
of recorded goodwill based on the undiscounted cash flows of the related
business whenever significant events or changes indicate an impairment may
exist. If the undiscounted cash flows do not support the amount recorded, an
impairment is recognized by a charge to current operations to reduce the
carrying value of the goodwill based on the expected discounted cash flows of
the related business.

The Company records an asset representing the present value of future profits
of insurance policies inforce related to the businesses acquired. This asset is
recorded as the value of business acquired (VOBA) and amounted to $340.0 million
and $112.4 million at December 31, 2000 and 1999, respectively, and is included
in other assets in the consolidated financial statements. VOBA is amortized in
proportion to the present value of expected gross profits. Amortization expense
included in other operating costs and expenses was $4.9 million, $1.3 million
and $1.7 million in 2000, 1999 and 1998 respectively.

On October 1, 1999, The Maritime Life Assurance Company (Maritime), an
indirect majority owned subsidiary of the Company, completed its purchase of
Aetna Canada Holdings Limited (Aetna Canada) for approximately $296 million. On
March 1, 2000, the Company acquired the individual long-term care insurance
business of Fortis, Inc. (Fortis) through a coinsurance agreement for
approximately $165 million. The acquisitions were recorded under the purchase
method of accounting and, accordingly, the operating results have been included
in the Company's consolidated results of operations from the applicable date of
acquisition. Each purchase price was allocated to the assets acquired and the
liabilities assumed based on estimated fair values, with the excess of the
applicable purchase price over the estimated fair values recorded as goodwill.
The goodwill calculation related to the Fortis acquisition is preliminary and
further refinements might be necessary and are expected to be finalized in 2001.
The unaudited pro forma revenues and net income, assuming that the acquisition
of Aetna Canada had occurred at the beginning of 1999, were $7,899.2 million and
$158.4 million, respectively, for the year ended December 31, 1999. The pro
forma results, assuming the acquisition of Fortis had taken place as of the
beginning of 2000 and 1999, respectively, would not be materially different from
the reported results.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Separate Accounts

Separate accounts assets and liabilities reported in the accompanying
consolidated balance sheets represent funds that are administered and invested
by the Company to meet specific investment objectives of the contractholders.
Investment income and investment gains and losses generally accrue directly to
such contract holders who bear the investment risk, subject in some cases to
minimum guaranteed rates. The assets of each account are legally segregated and
are not subject to claims that arise out of any other business of the Company.
Separate account assets are reported at fair value. Deposits, net investment
income and realized investment gains and losses of separate accounts are not
included in the revenues of the Company. Fees charged to contract holders,
principally mortality, policy administration and surrender charges, are included
in universal life and investment-type product charges.

Reinsurance

The Company utilizes reinsurance agreements to provide for greater
diversification of business, allow management to control exposure to potential
losses arising from large risks and provide additional capacity for growth.

Assets and liabilities related to reinsurance ceded contracts are reported on
a gross basis. The accompanying statements of income reflect premiums, benefits
and settlement expenses net of reinsurance ceded. Reinsurance premiums,
commissions, expense reimbursements, benefits and reserves related to reinsured
business are accounted for on bases consistent with those used in accounting for
the original policies issued and the terms of the reinsurance contracts.

Federal Income Taxes

The provision for federal income taxes includes amounts currently payable or
recoverable and deferred income taxes, computed under the liability method,
resulting from temporary differences between the tax basis and book basis of
assets and liabilities. A valuation allowance is established for deferred tax
assets when it is more likely than not that an amount will not be realized.
Foreign subsidiaries and U.S. subsidiaries operating outside of the United
States are taxed under applicable foreign statutory rates.

Foreign Currency Translation

The assets and liabilities of operations in foreign currencies are translated
into United States dollars at current exchange rates. Revenues and expenses are
translated at average rates during the year. The resulting net translation
adjustments for each year are accumulated and included in shareholder's equity.
Gains or losses on foreign currency transactions are reflected in earnings.

Severance

In 1999, the Company initiated a restructuring plan to reduce costs and
increase future operating efficiency by consolidating portions of its
operations. The plan consists primarily of reducing staff in the home office and
terminating certain operations outside the home office.

In connection with the restructuring plan, approximately 391 employees have
been or will be terminated. These employees are or have been associated with
operations in our Boston office and outside the home office. As of December 31,
2000, the liability for employee termination costs included in other liabilities
was $20.6 million. Employee termination costs, included in other operating costs
and expenses, were $18.8 million and $26.3 million for the years ended December
31, 2000 and 1999, respectively. Of the total number of employees affected,
approximately 364 have been terminated, having received benefit payments of
approximately $24.5 million.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Changes

In December 2000, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 00-3, "Accounting by Insurance
Enterprises for Demutualizations and Formations of Mutual Insurance Holding
Companies and Certain Long-Duration Participating Contracts." The SOP, which was
adopted with respect to accounting for demutualization expenses by the Company
on December 15, 2000, requires that demutualization related expenses be
classified as a single line item within income from continuing operations and
should not be classified as an extraordinary item. The adoption of SOP 00-3
resulted in the reclassification of demutualization expenses previously recorded
as an extraordinary item in 1999 and 1998 of $93.6 million and $11.7 million,
respectively (net of tax of $2.6 million and $6.3 million, respectively). The
remaining provisions of this SOP, which will require (1) the inclusion of all
closed block activity together with all other assets, liabilities, revenues and
expenses and (2) recognition of a policyholder dividend obligation that
represents cumulative actual closed block earnings in excess of expected
periodic amounts calculated at the date of the demutualization, are effective no
later than December 31, 2001. See Note 6 for a summary description of the closed
block assets, liabilities, revenues and expenses, which do not include the
policyholder dividend obligation that will be required in 2001. The Company
currently is evaluating the effect that establishing the policyholder dividend
obligation will have on its results of operations and financial position. That
impact is not known at this time.

In April 1998, the AICPA issued SOP 98-5, "Reporting the Costs of Start-Up
Activities." The SOP, which was adopted by the Company on January 1, 1999,
requires that start-up costs capitalized prior to January 1, 1999 be written-off
and any future start-up costs be expensed as incurred. The adoption of SOP 98-5
resulted in a charge to operations of $9.7 million (net of tax of $5.9 million)
and was accounted for as a cumulative effect of an accounting change.

In March 1998, the Accounting Standards Executive Committee of the AICPA
issued SOP 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use." SOP 98-1 provides guidance for determining whether
computer software is for internal use and when costs incurred for internal use
software are to be capitalized. SOP 98-1 was adopted by the Company on January
1, 1999. The adoption of SOP 98-1 did not have a material impact on the
Company's consolidated financial statements.

SOP 98-7, "Deposit Accounting: Accounting for Insurance and Reinsurance
Contracts That Do Not Transfer Insurance Risk," provides guidance on how to
account for insurance and reinsurance contracts that do not transfer insurance
risk under a method referred to as deposit accounting. SOP 98-7 is effective for
fiscal years beginning after June 15, 1999. SOP 98-7 did not have a material
impact on the Company's consolidated financial statements.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In June 1999, the FASB issued SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities--Deferral of the
Effective Date of FASB Statement 133." This Statement amends SFAS No. 133 to
defer its effective date for one year, to fiscal years beginning after June 15,
2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities--an amendment of SFAS No.
133." This Statement makes certain changes in the hedging provisions of SFAS No.
133, and is effective concurrent with SFAS No. 133. As amended, SFAS No. 133
requires all derivatives to be recognized on the balance sheet at fair value,
and establishes special accounting for the following three types of hedges: fair
value hedges, cash flow hedges, and hedges of foreign currency exposures of net
investments in foreign operations. Special accounting for qualifying hedges
provides for matching the timing of gain or loss recognition on the hedging
instrument with the recognition of the corresponding changes in value of the
hedged item. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in the fair value of the hedged assets, liabilities or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be recognized immediately in earnings and will be included in
net realized and other investment gains. As a result, such amounts will not be
included in the determination of the Company's segment after tax operating
income.

The adoption of SFAS No. 133, as amended, will result in an increase in other
comprehensive income of $58.8 million (net of tax of $31.7 million) as of
January 1, 2001 that will be accounted for as the cumulative effect of an
accounting change. In addition, the adoption of SFAS No. 133, as amended, will
result in a charge to operations of $26.2 million (net of tax of $14.1 million)
as of January 1, 2001, that will be accounted for as the cumulative effect of an
accounting change. The Company believes that its current risk management
philosophy will remain largely unchanged after adoption of the Statement.

SFAS No. 133, as amended, precludes the designation of held-to-maturity fixed
maturity investment securities as hedged items in hedging relationships where
the hedged risk is interest rate risk. As a result, in connection with the
adoption of the Statement and consistent with the provisions of the Statement,
on January 1, 2001, the Company will reclassify approximately $12.1 billion of
its held-to-maturity fixed maturity investment portfolio to the
available-for-sale category. This will result in an additional increase in other
comprehensive income of $178.6 million (net of tax of $96.2 million) as of
January 1, 2001.

In September 2000, the FASB issued SFAS No 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities," which
replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities." The Statement provides accounting
and reporting standards for transfers and servicing of financial assets and
extinguishments of liabilities. Those standards are based on consistent
application of a financial components approach that focuses on control. Under
that approach, after a transfer of financial assets, the Company recognizes the
financial and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered, and
derecognizes liabilities when extinguished. The Statement provides consistent
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. The Statement is effective for transfers
and servicing of financial assets and extinguishments of liabilities occurring
after March 31, 2001.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin 101 (SAB 101), "Revenue Recognition in Financial
Statements." SAB 101 clarifies the SEC staff's views on applying generally
accepted accounting principles to revenue recognition in financial statements.
In March 2000, the SEC issued an amendment, SAB 101A, which deferred the
effective date of SAB 101. In June 2000, the SEC issued a second amendment, SAB
101B, which deferred the effective date of SAB 101 to no later than the fourth
fiscal quarter of fiscal years beginning after December 15, 1999. The Company
adopted SAB 101 in the fourth quarter of fiscal 2000. The adoption of SAB 101
did not have a material impact on the Company's results of operation or
financial position.

Codification

In March 1998, the National Association of Insurance Commissioners (NAIC)
adopted codified statutory accounting principles (Codification) effective
January 1, 2001. Codification changes prescribed statutory accounting practices
and results in changes to the accounting practices that the Company and its
domestic life insurance subsidiaries will use to prepare their statutory-basis
financial statements. The states of domicile of the Company and its domestic
life insurance subsidiaries have adopted Codification as the prescribed basis of
accounting on which domestic insurers must report their statutory-basis results
effective January 1, 2001. The cumulative effect of changes in accounting
principles adopted to conform to the requirements of Codification will be
reported as an adjustment to surplus as of January 1, 2001. Management believes
that, although the implementation of Codification will have a negative impact on
the Company and its domestic life insurance subsidiaries' statutory-basis
capital and surplus, the Company and its domestic subsidiaries will remain in
compliance with all regulatory and contractual obligations.

NOTE 2-- TRANSACTIONS WITH PARENT

The Company provides JHFS with personnel, property and facilities in carrying
out certain of its corporate functions. The Company annually determines a fee
for these services and facilities based on a number of criteria. The amount of
the service fee charged to JHFS was $19.8 million in 2000.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS

The following information summarizes the components of net investment income
and realized investment gains, net:

YEAR ENDED DECEMBER 31,
------------------------------
2000 1999 1998
--------- --------- ---------
(IN MILLIONS)
NET INVESTMENT INCOME
Fixed maturities .......................... $2,281.6 $2,495.5 $2,207.5
Equity securities ......................... 50.3 62.6 18.7
Mortgage loans on real estate ............. 742.1 831.7 781.2
Real estate ............................... 97.1 158.4 415.7
Policy loans .............................. 24.5 109.8 111.9
Short-term investments .................... 146.1 92.3 45.3
Other ..................................... 183.0 165.3 181.3
-------- -------- --------
Gross investment income ................... 3,524.7 3,915.6 3,761.6
Less investment expenses ................. 273.7 347.1 433.6
-------- -------- --------
Net investment income .................... $3,251.0 $3,568.5 $3,328.0
======== ======== ========
NET REALIZED INVESTMENT GAINS (LOSSES), NET
OF RELATED AMORTIZATION
OF DEFERRED POLICY ACQUISITION COSTS AND
AMOUNTS CREDITED TO PARTICIPATING PENSION
CONTRACTHOLDERS
Fixed maturities .......................... $ (128.6) $ (34.5) $ 110.3
Equity securities ......................... 204.7 113.5 115.2
Mortgage loans on real estate and real
estate ................................... (13.1) 143.5 (15.6)
Derivatives and other invested assets ..... 26.9 38.5 16.5
Amortization adjustment for deferred policy
acquisition costs ........................ 0.9 (50.5) (41.2)
Amounts credited to participating pension
contractholders .......................... (6.9) (35.3) (79.1)
-------- -------- --------
Net realized investment gains, net of
related amortization of deferred
policy acquisition costs and amounts
credited to participating
pension contractholders .................. $ 83.9 $ 175.2 $ 106.1
======== ======== ========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

Gross gains of $308.7 million in 2000, $192.3 million in 1999, and $267.8
million in 1998, and gross losses of $123.6 million in 2000, $176.8 million in
1999, and $92.9 million in 1998, were realized on the sale of available-for-sale
securities.

The Company's investments in held-to-maturity securities and available-for-
sale securities are summarized below:

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ----------
(IN MILLIONS)
DECEMBER 31, 2000
HELD-TO-MATURITY:
Corporate securities .......... $10,691.1 $ 459.2 $665.7 $10,484.6
Mortgage-backed securities .... 1,104.2 10.3 48.2 1,066.3
Obligations of states and
political subdivisions ....... 87.7 3.0 0.7 90.0
Debt securities issued by
foreign governments .......... 5.6 4.7 -- 10.3
--------- -------- ------ ---------
Total ........................ $11,888.6 $ 477.2 $714.6 $11,651.2
========= ======== ====== =========
AVAILABLE-FOR-SALE:
Corporate securities .......... $10,793.5 $ 485.5 $415.6 $10,863.4
Mortgage-backed securities .... 3,430.4 82.2 25.2 3,487.4
Obligations of states and
political subdivisions ....... 24.8 1.7 -- 26.5
Debt securities issued by
foreign governments .......... 1,354.1 112.3 12.7 1,453.7
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies .... 187.5 5.3 0.3 192.5
--------- -------- ------ ---------
Total fixed maturities ....... 15,790.3 687.0 453.8 16,023.5
Equity securities ............. 830.6 360.0 95.7 1,094.9
--------- -------- ------ ---------
Total ....................... $16,620.9 $1,047.0 $549.5 $17,118.4
========= ======== ====== =========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ----------
(IN MILLIONS)
DECEMBER 31, 1999
HELD-TO-MATURITY:
Corporate securities .......... $12,523.0 $390.3 $680.3 $12,233.0
Mortgage-backed securities .... 1,188.4 5.0 68.5 1,124.9
Obligations of states and
political subdivisions ....... 59.7 1.8 4.4 57.1
Debt securities issued by
foreign governments .......... 5.0 5.0 -- 10.0
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies .... 14.1 -- 0.4 13.7
--------- ------ ------ ---------
Total ........................ $13,790.2 $402.1 $753.6 $13,438.7
========= ====== ====== =========
AVAILABLE-FOR-SALE:
Corporate securities .......... $11,103.0 $304.0 $431.1 $10,975.9
Mortgage-backed securities .... 4,168.5 18.6 109.9 4,077.2
Obligations of states and
political subdivisions ....... 68.9 5.0 -- 73.9
Debt securities issued by
foreign governments .......... 1,519.2 79.0 49.1 1,549.1
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies .... 291.3 1.6 9.8 283.1
--------- ----- ----- ---------
Total fixed maturities ....... 17,150.9 408.2 599.9 16,959.2
Equity securities ............. 1,086.2 305.9 161.9 1,230.2
-------- ------ ------ ---------
Total ........................ $18,237.1 $714.1 $761.8 $18,189.4
========= ====== ====== =========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

The amortized cost and fair value of fixed maturities at December 31, 2000, by
contractual maturity, are shown below:

AMORTIZED FAIR
COST VALUE
--------- ----------
(IN MILLIONS)
HELD-TO-MATURITY:
Due in one year or less ............................. $ 901.6 $ 919.4
Due after one year through five years ............... 3,332.4 3,396.6
Due after five years through ten years .............. 3,080.9 3,144.0
Due after ten years ................................. 3,469.5 3,124.9
--------- --------
10,784.4 10,584.9
Mortgage-backed securities .......................... 1,104.2 1,066.3
--------- ---------
Total .............................................. $11,888.6 $11,651.2
========= =========
AVAILABLE-FOR-SALE:
Due in one year or less ............................. $ 567.0 $ 575.6
Due after one year through five years ............... 3,363.0 3,356.3
Due after five years through ten years .............. 3,798.5 3,758.2
Due after ten years ................................. 4,631.4 4,846.0
--------- ---------
12,359.9 12,536.1
Mortgage-backed securities .......................... 3,430.4 3,487.4
--------- ---------
Total .............................................. $15,790.3 $16,023.5
========= =========

Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

The sale of fixed maturities held-to-maturity relate to certain securities,
with amortized cost of $24.3 million and $8.5 million for the years ended
December 31, 1999 and 1998, respectively, which were sold due to a significant
decline in the issuers' credit quality or as part of the sale of our property
and casualty operations in 1999. The related net realized gains on the sales
were $0.9 million in 1999. There were no such gains in 1998.

The change in net unrealized gains (losses) on trading securities that has
been included in earnings during 2000, 1999 and 1998 amounted to $7.9 million,
$15.4 million, and ($6.6) million, respectively.

The Company participates in a securities lending program for the purpose of
enhancing income on securities held. At December 31, 2000 and 1999, $87.1
million and $278.1 million, respectively, of the Company's bonds and stocks, at
market value, were on loan to various brokers/dealers, but were fully
collateralized by cash and U.S. government securities in an account held in
trust for the Company. The market value of the loaned securities is monitored on
a daily basis, and the Company obtains additional collateral when deemed
appropriate.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

For 2000, 1999 and 1998, investment results passed through to participating
pension contractholders as interest credited to policyholders' account balances
amounted to $162.3 million, $170.8 million, and $178.1 million, respectively.

Mortgage loans on real estate are evaluated periodically as part of the
Company's loan review procedures and are considered impaired when, based on
current information and events, it is probable that the Company will be unable
to collect all amounts due according to the contractual terms of the loan
agreement. The allowance for losses is maintained at a level believed adequate
by management to absorb estimated probable credit losses that exist at the
balance sheet date. Management's periodic evaluation of the adequacy of the
allowance for losses is based on the Company's past loan loss experience, known
and inherent risks in the portfolio, adverse situations that may affect the
borrower's ability to repay (including the timing of future payments), the
estimated value of the underlying collateral, composition of the loan portfolio,
current economic conditions and other relevant factors. This evaluation is
inherently subjective as it requires estimating the amounts and timing of future
cash flows expected to be received on impaired loans that may be susceptible to
significant change.

Changes in the allowance for probable losses on mortgage loans on real estate
and real estate to be disposed of are summarized below. Included in deductions
in 2000 are $13.5 million of allowances for probable losses on mortgage loans
transferred to the closed block.

BALANCE AT BALANCE AT
BEGINNING END OF
OF YEAR ADDITIONS DEDUCTIONS YEAR
---------- --------- ---------- ------------
(IN MILLIONS)

Year ended December 31, 2000
Mortgage loans on real estate ........... $110.4 $ 5.4 $ 45.8 $ 70.0
Real estate to be disposed of ........... 58.1 17.1 31.7 43.5
------ ------ ------ ------
Total ................................... $168.5 $ 22.5 $ 77.5 $113.5
====== ====== ======= ======
Year ended December 31, 1999
Mortgage loans on real estate ........... $111.0 $ 39.3 $ 39.9 $110.4
Real estate to be disposed of ........... 112.0 22.5 76.4 58.1
------ ------ ------ ------
Total ................................... $223.0 $ 61.8 $116.3 $168.5
====== ====== ====== ======
Year ended December 31, 1998
Mortgage loans on real estate ........... $127.3 $ 15.9 $ 32.2 $111.0
Real estate to be disposed of ........... 25.5 97.0 10.5 112.0
------ ------ ------ ------
Total ................................... $152.8 $112.9 $ 42.7 $223.0
====== ====== ====== ======

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

At December 31, 2000 and 1999, the total recorded investment in mortgage loans
that are considered to be impaired under SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan," along with the related provision for losses were as
follows:

DECEMBER 31,
----------------
2000 1999
------- -------
(IN MILLIONS)
Impaired mortgage loans on real estate with provision for
losses ................................................... $ 57.6 $147.1
Provision for losses ...................................... (16.8) (43.2)
------ ------
Net impaired mortgage loans on real estate ................ $ 40.8 $103.9
====== ======

The average recorded investment in impaired loans and the interest income
recognized on impaired loans were as follows:

YEAR ENDED
DECEMBER 31,
-----------------------
2000 1999 1998
------ ------ -------
(IN MILLIONS)

Average recorded investment in impaired loans ...... $102.4 $137.9 $210.8
Interest income recognized on impaired loans ....... 2.9 4.9 2.7

The payment terms of mortgage loans on real estate may be restructured or
modified from time to time. Generally, the terms of the restructured mortgage
loans call for the Company to receive some form or combination of an equity
participation in the underlying collateral, excess cash flows or an effective
yield at the maturity of the loans sufficient to meet the original terms of the
loans.

Restructured commercial mortgage loans aggregated $68.3 million and $133.1
million as of December 31, 2000 and 1999, respectively. The expected gross
interest income that would have been recorded had the loans been current in
accordance with the original loan agreements and the actual interest income
recorded were as follows:

YEAR ENDED
DECEMBER 31,
------------------
2000 1999 1998
---- ----- -----
(IN MILLIONS)

Expected ............................................... $5.8 $12.0 $23.7
Actual ................................................. 5.2 7.9 12.6

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- INVESTMENTS (CONTINUED)

At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:

CARRYING GEOGRAPHIC CARRYING
PROPERTY TYPE AMOUNT CONCENTRATION AMOUNT
- ------------- ------------- ------------- ---------------
(IN MILLIONS) (IN MILLIONS)
Apartments ............ $2,082.4 East North Central ...... $ 907.8
Hotels ................ 351.6 East South Central ...... 475.0
Industrial ............ 784.3 Middle Atlantic ......... 1,115.8
Office buildings ...... 1,990.2 Mountain ................ 312.6
Retail ................ 1,284.3 New England ............. 682.5
1-4 Family ............ 71.8 Pacific ................. 1,573.9
Mixed Use ............. 234.9 South Atlantic 1,678.9
Agricultural .......... 2,104.2 West North Central ...... 296.1
Other ................. 135.2 West South Central ...... 659.9
Canada/Other ............ 1,336.4
Allowance for losses .. (70.0) Allowance for losses .... (70.0)
-------- --------
Total ................ $8,968.9 Total .................. $8,968.9
======== ========

Mortgage loans with outstanding principal balances of $27.8 million, bonds
with amortized cost of $117.1 million and real estate with a carrying value of
$1.1 million were non-income producing for the year ended December 31, 2000.

Depreciation expense on investment real estate was $9.5 million, $8.1 million,
and $41.7 million in 2000, 1999, and 1998, respectively. Accumulated
depreciation was $66.2 million and $60.5 million at December 31, 2000 and 1999,
respectively.

Investments in unconsolidated joint ventures and partnerships accounted for by
using the equity method of accounting totaled $183.6 million and $201.7 million
at December 31, 2000 and 1999, respectively. Total combined assets of these
joint ventures and partnerships were $1,235.0 million and $1,134.2 million
(consisting primarily of investments), and total combined liabilities were
$313.0 million and $267.1 million (including $124.8 million and $133.2 million
of non-recourse notes payable to banks) at December 31, 2000 and 1999,
respectively. Total combined revenues and expenses of such joint ventures and
partnerships were $1,908.4 million and $1,720.0 million, respectively, resulting
in $188.4 million of total combined income from operations before income taxes
in 2000. Total combined revenues of such joint ventures and partnerships were
$346.7 million and $1,435.6 million, and total combined expenses were $145.2
million and $1,128.0 million, respectively, resulting in $201.5 million and
$307.6 million of total combined income from operations before income taxes in
1999 and 1998, respectively. Net investment income on investments accounted for
on the equity method totaled $143.8 million, $65.1 million and $70.0 million in
2000, 1999, and 1998, respectively.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- DERIVATIVES

The notional amounts, carrying values and estimated fair values of the
Company's derivative instruments are as follows:

NUMBER OF CONTRACTS/ ASSETS (LIABILITIES)
-----------------------------------------
NOTIONAL AMOUNT 2000 1999
--------------------- --------------------- -----------------
CARRYING FAIR CARRYING FAIR
2000 1999 VALUE VALUE VALUE VALUE
---------- ---------- ---------- ---------- -------- ----------
(IN MILLIONS)

ASSET HEDGES:
Futures contracts to
sell securities ........ 5,874 19,288 $ (17.6) $ (17.6) $ 32.2 $ 32.2
Interest rate swap
agreements .............
Notional ................ $6,896.1 $5,824.0 (178.2) (290.4) 82.9 94.7
Average fixed
rate-paid .............. 6.90% 6.91% -- -- -- --
Average float
rate-received .......... 6.67% 6.06% -- -- -- --
Interest rate cap
agreements ............. $ 42.2 $ 80.0 0.1 0.1 0.2 0.2
Interest rate
swaption agreements .... 30 30.0 (1.3) (1.3) (3.6) (3.6)
Currency rate swap
agreements ............. 515.0 541.0 11.4 11.4 9.1 9.1
Equity collar
agreements ............. -- -- 11.7 11.7 53.0 53.0
LIABILITY HEDGES:
Futures contracts to
acquire securities ..... 647 4,075 1.4 1.4 (0.9) (0.9)
Interest rate swap
agreements .............
Notional ................ $3,008.2 $3,780.0 -- 114.3 -- (113.0)
Average fixed
rate-received .......... 6.79% 6.97% -- -- -- --
Average float
rate-paid .............. 6.68% 6.06% -- -- -- --
Interest rate swaps
(receive CMT rate) ..... $ 491.3 $ 648.7 -- (5.2) -- 1.9
Interest rate cap
agreements ............. 279.4 279.4 2.1 2.1 5.6 5.6
Interest rate floor
agreements ............. 8,328.0 125.0 59.0 59.0 0.1 0.1
Currency rate swap
agreements ............. 3,423.4 5,470.2 -- (473.0) -- (57.4)

Financial futures contracts are used principally to hedge risks associated
with interest rate fluctuations on sales of guaranteed investment contracts and
funding agreements. The Company is subject to the risks associated with changes
in the value of the underlying securities; however, such changes in value
generally are offset by opposite changes in the value of the hedged items. The
contract or notional amounts of the contracts represent the extent of the
Company's involvement but not the future cash requirements, as the Company
intends to close the open positions prior to settlement. The futures contracts
expire in March 2001.

The interest rate swap agreements expire in 2001 to 2029. The interest rate
cap agreements expire in 2001 to 2007 and interest rate floor agreements expire
in 2010. Interest rate swaption agreements expire in 2025. The currency rate
swap agreements expire in 2001 to 2021. The equity collar agreements expire in
2003.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 4 -- DERIVATIVES (CONTINUED)

Fair values for futures contracts are based on quoted market prices. Fair
values for interest rate swap, cap and floor agreements, swaptions, and currency
swap agreements and equity collar agreements are based on current settlement
values. The current settlement values are based on quoted market prices, which
utilize pricing models or formulas using current assumptions.

The Company's exposure to credit risk is the risk of loss from a counterparty
failing to perform to the terms of the contract. The Company continually
monitors its position and the credit ratings of the counterparties to these
derivative instruments. To limit exposure associated with counterparty
nonperformance on interest rate and currency swap agreements, the Company enters
into master netting agreements with its counterparties. The Company believes the
risk of incurring losses due to nonperformance by its counterparties is remote
and that such losses, if any, would be immaterial. Futures contracts trade on
organized exchanges and, therefore, have minimal credit risk.

NOTE 5--INCOME TAXES

The Company participates in the filing of a life/non-life consolidated federal
income tax return. The life company sub-group includes four domestic life
insurance companies (the Company, John Hancock Variable Life Insurance Company,
Investors Partner Life Insurance Company and Investors Guaranty Life Insurance
Company) and a Bermuda life insurance company (John Hancock Reassurance Company,
Ltd.) that is treated as a U.S. company for federal income tax purposes. The
non-life subgroup consists of John Hancock Financial Services, Inc., John
Hancock Subsidiaries, Inc. and John Hancock International Holdings, Inc.

In addition to taxes on operations, mutual life insurance companies are
charged an equity base tax. As the Company was a mutual life insurance company
for the entire year 1999, it is subject to the re-computation of its 1999 equity
base tax liability in its 2000 tax return. The equity base tax is determined by
application of an industry-based earnings rate to mutual companies' average
equity base, as defined by the Internal Revenue Code. The industry earnings rate
is determined by the Internal Revenue Service (IRS) and is not finalized until
the subsequent year. The Company estimates its taxes for the current year based
on estimated industry earnings rates and revises these estimates up or down when
the earnings rates are finalized and published by the IRS in the subsequent
year.

Income before income taxes, minority interest and cumulative effect of
accounting change includes the following:

YEAR ENDED DECEMBER 31,
------------------------
2000 1999 1998
-------- ------ --------
(IN MILLIONS)
Domestic ......................................... $1,125.5 $211.7 $585.1
Foreign .......................................... 69.6 48.2 32.2
-------- ------ ------
Income before income taxes, minority interest and
cumulative effect of accounting change .......... $1,195.1 $259.9 $617.3
======== ====== ======

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--INCOME TAXES (CONTINUED)

The components of income taxes were as follows:

YEAR ENDED DECEMBER 31,
-------------------------
2000 1999 1998
------- ------- -------
(IN MILLIONS)
Current taxes:
Federal ......................................... $ 18.1 $(62.5) $223.6
Foreign ......................................... 7.5 2.6 1.9
State ........................................... 12.0 5.8 6.3
------ ------ ------
37.6 (54.1) 231.8
Deferred taxes:
Federal ......................................... 284.7 137.7 (64.5)
Foreign ......................................... 23.1 15.4 7.7
State ........................................... (1.0) (1.1) (0.9)
------ ------ ------
306.8 152.0 (57.7)
------ ------ ------
Total income taxes ............................... $344.4 $ 97.9 $174.1
====== ====== ======

A reconciliation of income taxes computed by applying the federal income tax
rate to income before income taxes, minority interest and cumulative effect of
accounting change and the consolidated income tax expense charged to operations
follows:

YEAR ENDED DECEMBER 31,
-------------------------
2000 1999 1998
------- ------- -------
(IN MILLIONS)
Tax at 35% $418.2 $ 91.0 $216.1
Add (deduct):
Equity base tax ................................. (46.0) 22.2 (19.9)
Prior year taxes ................................ (0.3) 2.1 5.8
Tax credits ..................................... (20.6) (12.9) (13.0)
Foreign taxes ................................... 0.4 1.0 2.5
Tax exempt investment income .................... (16.4) (19.4) (24.4)
Non-taxable gain on sale of subsidiary .......... -- (15.4) --
Disallowed demutualization expenses ............. -- 31.1 --
Other ........................................... 9.1 (1.8) 7.0
------ ------ ------
Total income taxes ............................. $344.4 $ 97.9 $174.1
====== ====== ======

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--INCOME TAXES (CONTINUED)

The significant components of the Company's deferred tax assets and
liabilities were as follows:

DECEMBER 31,
------------------
2000 1999
-------- ----------
(IN MILLIONS)
DEFERRED TAX ASSETS:
Policy reserve adjustments ............................ $ 458.8 $ 803.1
Other postretirement benefits ......................... 149.4 151.1
Book over tax basis of investments .................... 168.7 119.7
Dividends payable to policyholders .................... 117.6 129.0
Unearned premium ...................................... 93.3 58.3
Interest .............................................. 38.3 38.3
Other ................................................. -- 67.0
-------- --------
Total deferred tax assets ............................ 1,026.1 1,366.5
-------- --------
DEFERRED TAX LIABILITIES:
Deferred policy acquisition costs ..................... 777.6 805.1
Depreciation .......................................... 212.2 232.1
Basis in partnerships ................................. 109.8 159.2
Market discount on bonds .............................. 64.2 59.2
Pension plan expense .................................. 114.6 82.5
Capitalized charges related to mutual funds ........... 56.9 71.8
Unrealized gains ...................................... 112.6 34.5
Other ................................................. 74.2 --
-------- --------
Total deferred tax liabilities ....................... 1,522.1 1,444.4
-------- --------
Net deferred tax liabilities ......................... $ 496.0 $ 77.9
======== ========

The Company received an income tax refund of $24.3 million, and made income
tax payments of $86.2 million, and $158.8 million in 2000, 1999 and 1998,
respectively.

JOHN HANCOCK LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK

Under the Plan, on February 1, 2000, the Company created a closed block for
the benefit of policies included therein. The following tables set forth certain
summarized financial information relating to the closed block as of the dates
indicated:

DECEMBER 31, FEBRUARY 1,
2000 2000
------------ -------------
ASSETS (IN MILLIONS)
Investments
Fixed maturities:
Held-to-maturity--at amortized cost
(fair value: December 31--$2,327.4; February
1--$2,259.6) .................................. $ 2,269.9 $ 2,270.7
Available-for-sale--at fair value
(cost: December 31--$2,378.7; February
1--$2,275.1) .................................. 2,353.0 2,199.2
Equity securities:
Available-for-sale--at fair value (cost: December
31--$5.3; February 1--$6.4) .................... 6.3 3.4
Mortgage loans on real estate .................... 1,930.6 1,875.9
Policy loans ..................................... 1,540.6 1,561.2
Short-term investments ........................... 62.1 --
Other invested assets ............................ 40.7 5.3
--------- ---------
Total Investments .............................. 8,203.2 7,915.7
Cash and cash equivalents ........................ 305.6 158.6
Accrued investment income ........................ 149.3 136.2
Premiums and accounts receivable ................. 27.1 4.0
Deferred policy acquisition costs ................ 947.3 1,062.5
Other assets ..................................... 77.5 66.0
--------- ---------
Total closed block assets ....................... $ 9,710.0 $ 9,343.0
========= =========
LIABILITIES
Future policy benefits ........................... $ 9,910.5 $ 9,732.8
Policyholders' funds ............................. 1,459.5 1,885.4
Other liabilities ................................ 665.9 500.1
--------- ---------
Total closed block liabilities .................. $12,035.9 $12,118.3
========= =========

FOR THE PERIOD
FEBRUARY 1, THROUGH
DECEMBER 31, 2000
----------------------
REVENUES ........................................... (IN MILLIONS)
Premiums ......................................... $ 865.0
Net investment income ............................ 591.6
Realized investment gains, net ................... 11.7
Other expense .................................... (0.6)
---------
Total revenues .................................. 1,467.7
BENEFITS AND EXPENSES
Benefits to policyholders ........................ 870.0
Other operating costs and expenses ............... (10.0)
Amortization of deferred policy acquisition costs 76.5
Dividends to policyholders ....................... 407.1
--------
Total benefits and expenses ..................... 1,343.6
--------
Contribution from the closed block .............. $ 124.1
========

JOHN HANCOCK LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK (CONTINUED)

Gross losses of $7.2 million in 2000 were realized on sales of
available-for-sale securities allocated to the closed block. There were no gross
gains realized in 2000.
Investments in held-to-maturity securities and available-for-sale securities
allocated to the closed block are summarized below:

GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
---------- ---------- ---------- ------
(IN MILLIONS)
DECEMBER 31, 2000
HELD-TO-MATURITY:
Corporate securities .......... $2,157.0 $94.6 $33.4 $2,218.2
Mortgage-backed securities .... 98.3 1.2 4.8 94.7
Obligations of states and
political subdivisions ....... 14.6 0.1 0.2 14.5
-------- ----- ----- --------
Total ...................... $2,269.9 $95.9 $38.4 $2,327.4
======== ===== ===== ========
AVAILABLE-FOR-SALE:
Corporate securities .......... $1,485.4 $42.8 $80.4 $1,447.8
Mortgage-backed securities .... 784.9 14.5 8.5 790.9
Obligations of states and
political subdivisions ....... 11.3 0.4 -- 11.7
Debt securities issued by
foreign governments .......... 84.0 6.7 1.4 89.3
U.S. Treasury securities and
obligations of U.S. government
corporations and agencies .... 13.1 0.2 -- 13.3
-------- ------ ----- --------
Total fixed maturities ........ 2,378.7 64.6 90.3 2,353.0
Equity securities ............. 5.3 1.6 0.6 6.3
-------- ----- ----- --------
Total ....................... $2,384.0 $66.2 $90.9 $2,359.3
======== ===== ===== ========

The amortized cost and fair value of fixed maturities at December 31, 2000, by
contractual maturity, are shown below:

AMORTIZED FAIR
COST VALUE
--------- ----------
(IN MILLIONS)
Held-to-Maturity:
Due in one year or less ............................... $ 202.2 $ 206.0
Due after one year through five years ................. 803.6 821.2
Due after five years through ten years ................ 587.1 614.1
Due after ten years ................................... 578.7 591.4
-------- --------
2,171.6 2,232.7
Mortgage-backed securities ............................ 98.3 94.7
-------- --------
Total ................................................ $2,269.9 $2,327.4
======== ========
Available-for-Sale:
Due in one year or less ............................... $ 64.5 $ 66.0
Due after one year through five years ................. 431.7 431.4
Due after five years through ten years ................ 473.8 466.8
Due after ten years ................................... 623.8 597.9
-------- --------
1,593.8 1,562.1
Mortgage-backed securities ............................ 784.9 790.9
-------- --------
Total ................................................ $2,378.7 $2,353.0
======== ========

Expected maturities may differ from contractual maturities because eligible
borrowers may exercise their right to call or prepay obligations with or without
call or prepayment penalties.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--CLOSED BLOCK (CONTINUED)

At December 31, 2000, the mortgage portfolio was diversified by geographic
region and specific collateral property type as displayed below:

CARRYING GEOGRAPHIC CARRYING
PROPERTY TYPE AMOUNT CONCENTRATION AMOUNT
- ------------- -------- ------------- --------
(IN MILLIONS) (IN MILLIONS)
Apartments .......... $ 324.3 East North Central ... $ 201.1
Hotels .............. 66.1 East South Central ... 58.5
Industrial .......... 127.2 Middle Atlantic ...... 378.0
Office buildings .... 494.6 Mountain ............. 92.1
Retail .............. 350.4 New England .......... 162.0
1-4 Family .......... -- Pacific .............. 420.7
Mixed Use ........... 41.8 South Atlantic ....... 384.5
Agricultural ........ 433.1 West North Central ... 74.9
Other ............... 106.6 West South Central ... 162.7
Canada/Other ......... 9.6
Allowance for losses (13.5) Allowance for losses . (13.5)
-------- --------
Total .............. $1,930.6 Total ............... $1,930.6
======== ========

NOTE 7--DEBT AND LINE OF CREDIT

Short-term and long-term debt consists of the following:

DECEMBER 31,
---------------
2000 1999
------- -------
(IN MILLIONS)
SHORT-TERM DEBT:
Commercial paper ....................................... $222.3 $380.6
Current maturities of long-term debt ................... 23.0 73.2
------ ------
Total short-term debt ................................... 245.3 453.8
------ ------
LONG-TERM DEBT:
Surplus notes, 7.38% maturing in 2024 .................. 447.2 447.1
Notes payable, interest ranging from 5.43% to 9.60%, due
in varying amounts to 2005 ............................ 109.8 163.0
------ ------
Total long-term debt .................................... 557.0 610.1
Less current maturities ................................. (23.0) (73.2)
------ ------
Long-term debt .......................................... 534.0 536.9
------ ------
Total debt ............................................ $779.3 $990.7
====== ======

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--DEBT AND LINE OF CREDIT (CONTINUED)

The Company issues commercial paper primarily to take advantage of current
investment opportunities, balance operating cash flows and existing commitments
and meet working capital needs. The weighted average interest rate for
outstanding commercial paper at December 31, 2000 and 1999 was 6.59% and 6.28%,
respectively. The weighted average life for outstanding commercial paper at
December 31, 2000 and 1999 was approximately 26 days and 11 days, respectively.
Commercial paper borrowing arrangements are supported by a syndicated line of
credit.

The issuance of surplus notes was approved by the Commonwealth of
Massachusetts Division of Insurance, and any payments of interest or principal
on the surplus notes require the prior approval of the Commissioner of the
Commonwealth of Massachusetts Division of Insurance.

At December 31, 2000, the Company had a syndicated line of credit with a group
of banks totaling $1.0 billion, $500.0 million of which expires on August 2,
2001 and $500.0 million of which expires on August 3, 2005. The banks will
commit, when requested, to loan funds at prevailing interest rates as determined
in accordance with the line of credit agreement. Under the terms of the
agreement, the Company is required to maintain certain minimum levels of net
worth and comply with certain other covenants, which were met at December 31,
2000. At December 31, 2000, the Company had no outstanding borrowings under the
agreement.

Aggregate maturities of long-term debt are as follows: 2001--$23.0 million;
2002--$38.0 million; 2003--$22.9 million; 2004--$6.0 million; 2005--$19.9
million and thereafter--$447.2 million.

Interest expense on debt, included in other operating costs and expenses, was
$63.4 million, $70.1 million, and $76.7 million in 2000, 1999 and 1998,
respectively. Interest paid amounted to $63.4 million in 2000, $70.1 million in
1999, and $76.7 million in 1998.

NOTE 8--MINORITY INTEREST

Minority interest relates to the portion of John Hancock Canadian Holdings
Limited (JHCH) owned by JHFS and the preferred stock issued by Maritime, an
indirect majority owned subsidiary of the Company.

As of October 1, 2000, the Company sold 45% of the common stock of JHCH, the
parent company of Maritime, to JHFS for cash of $222.3 million. No gain or loss
was recognized on the transaction. For financial reporting purposes, the assets,
liabilities, and earnings of JHCH are consolidated in the Company's financial
statements. JHFS's interest in JHCH of $196.8 million as of December 31, 2000
and the related income attributable to the interest of $5.2 million in 2000 is
reflected in Minority Interest in the consolidated balance sheets and statements
of income. The Board of Directors of JHFS also has authorized the purchase of
the remaining JHCH shares from the Company over time as well as the shares of
certain other foreign subsidiaries.

On November 19, 1999, Maritime issued $68.2 million of Non-Cumulative
Redeemable Second Preferred Shares, Series 1 (Series 1 Preferred Shares) at a
price of 25 Canadian dollars per share. Dividends on the Series 1 Preferred
Shares are payable quarterly, through December 31, 2004, at a rate of 0.38125
Canadian dollars per share. Commencing on January 1, 2005, the Series 1
Preferred Shares dividends will be calculated by applying 25 Canadian dollars to
the greater of one quarter of 90% of prime rate and 5.85%. The Series 1
Preferred Shares are nonvoting and redeemable at Maritime's sole option any time
after December 31, 2004 at a price of 25.50 Canadian dollars plus all declared
and unpaid dividends. In addition, shareholders as of December 31, 2004 have the
option to convert their Series 1 Preferred Shares to Non-Cumulative Redeemable
Second Preferred Shares, Series 2 (Series 2 Preferred Shares). The Series 2
Preferred Shares will have a dividend rate of not less than 95% of the yield of
certain bonds of the Government of Canada.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8--MINORITY INTEREST (CONTINUED)

In 1986, Maritime issued $25.3 million of Series A Cumulative Redeemable
Preferred Stock (Preferred Stock). Dividends on the Preferred Stock are payable
quarterly at 18% of the average of two prime rates of two specified Canadian
banks. The Preferred Stock is nonvoting and redeemable at Maritime's sole option
at a price of 25 Canadian dollars per share.

NOTE 9--REINSURANCE

The effect of reinsurance on premiums written and earned was as follows:

2000 1999 1998
--------------------- --------------------- ---------------------
PREMIUMS PREMIUMS PREMIUMS
--------------------- --------------------- ---------------------
WRITTEN EARNED WRITTEN EARNED WRITTEN EARNED
---------- --------- ---------- --------- ---------- ---------
(IN MILLIONS)

Life, Health and
Annuity:
Direct ......................... $ 3,158.1 $ 3,157.4 $ 3,437.1 $ 3,435.2 $ 2,830.4 $ 2,828.4
Assumed ........................ 465.1 465.1 312.5 312.5 351.9 351.9
Ceded .......................... (1,432.1) (1,432.1) (1,336.7) (1,336.7) (1,071.4) (1,071.3)
--------- --------- --------- --------- --------- ---------
Net life, health and
annuity premiums ............. 2,191.1 2,190.4 2,412.9 2,411.0 2,110.9 2,109.0
--------- --------- --------- --------- --------- ---------
Property and Casualty:
Direct ......................... -- -- -- -- 0.4 7.1
Assumed ........................ -- -- 0.3 0.3 -- 1.9
Ceded .......................... -- -- -- -- (0.4) (9.0)
--------- --------- --------- --------- --------- ---------
Net property and
casualty premiums ............ -- -- 0.3 0.3 -- --
--------- --------- --------- --------- --------- ---------
Net premiums .................. $ 2,191.1 $ 2,190.4 $ 2,413.2 $ 2,411.3 $ 2,110.9 $ 2,109.0
========= ========= ========= ========= ========= =========

For the years ended December 31, 2000, 1999 and 1998, benefits to
policyholders under life, health and annuity ceded reinsurance contracts were
$734.5 million, $576.3 million, and $814.6 million, respectively.

On February 28, 1997, the Company sold a major portion of its group insurance
business to UNICARE Life & Health Insurance Company (UNICARE), a wholly owned
subsidiary of WellPoint Health Networks, Inc. The business sold included the
Company's group accident and health business and related group life business and
Cost Care, Inc., Hancock Association Services Group and Tri-State, Inc., all of
which were indirect wholly-owned subsidiaries of the Company. The Company
retained its group long-term care operations. The insurance business sold was
transferred to UNICARE through a 100% coinsurance agreement.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--REINSURANCE (CONTINUED)

In connection with the coinsurance arrangement, the Company initially secured
a $397.0 million letter of credit facility with a group of banks. Under the
terms of the letter of credit facility agreement, the banks agreed to issue a
letter of credit to the Company pursuant to which the Company may draw up to the
amount of the letter of credit for any claims not satisfied by UNICARE under the
coinsurance agreement after the Company has incurred the first $113.0 million of
losses from such claims. The amount available pursuant to the letter of credit
agreement and any letter of credit issued thereunder automatically will be
reduced on a scheduled basis consistent with the anticipated runoff of
liabilities related to the business reinsured under the coinsurance agreement.
The letter of credit facility was reduced to $272.0 million effective March 1,
2000 and is scheduled to be reduced again to $127.0 million on March 1, 2001.
The letter of credit and any letter of credit issued thereunder are scheduled to
expire on March 1, 2002. The Company remains liable to its policyholders to the
extent that UNICARE does not meet its contractual obligations under the
coinsurance agreement.

Through the Company's group health insurance operations, the Company entered
into a number of reinsurance arrangements in respect of personal accident
insurance and the occupational accident component of workers compensation
insurance, a portion of which was originated through a pool managed by Unicover
Managers, Inc. Under these arrangements, the Company both assumed risks as a
reinsurer, and also passed 95% of these risks on to other companies. This
business had originally been reinsured by a number of different companies, and
has become the subject of widespread disputes. The disputes concern the
placement of the business with reinsurers and recovery of the reinsurance. The
Company is engaged in disputes, including a number of legal proceedings, in
respect of this business. The risk to the Company is that other companies that
reinsured the business from the Company may seek to avoid their reinsurance
obligations. However, the Company believes that it has a reasonable legal
position in this matter. During the fourth quarter of 1999 and early 2000, the
Company received additional information about its exposure to losses under the
various reinsurance programs. As a result of this additional information and in
connection with global settlement discussions initiated in late 1999 with other
parties involved in the reinsurance programs, during the fourth quarter of 1999
the Company recognized a charge for uncollectible reinsurance of $133.7 million,
after tax, as its best estimate of its remaining loss exposure. The Company
believes that any exposure to loss from this issue, in addition to amounts
already provided for as of December 31, 2000, would not be material.

Reinsurance ceded contracts do not relieve the Company from its obligations to
policyholders. The Company remains liable to its policyholders for the portion
reinsured to the extent that any reinsurer does not meet its obligations for
reinsurance ceded to it under the reinsurance agreements. Failure of the
reinsurers to honor their obligations could result in losses to the Company;
consequently, estimates are established for amounts deemed or estimated to be
uncollectible. To minimize its exposure to significant losses from reinsurance
insolvencies, the Company evaluates the financial condition of its reinsurers
and monitors concentration of credit risk arising from similar characteristics
of the reinsurers.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS

The Company provides pension benefits to substantially all employees and
general agency personnel. These benefits are provided through both qualified
defined benefit and defined contribution pension plans. In addition, through
nonqualified plans, the Company provides supplemental pension benefits to
employees with salaries and/ or pension benefits in excess of the qualified plan
limits imposed by federal tax law. Pension benefits under the defined benefit
plans are based on years of service and average compensation generally during
the five years prior to retirement. Benefits related to the Company's defined
benefit pension plans paid to employees and retirees covered by annuity
contracts issued by the Company amounted to $102.2 million in 2000, $97.6
million in 1999, and $92.6 million in 1998. Plan assets consist principally of
listed equity securities, corporate obligations and U.S. government securities.

The Company's funding policy for qualified defined benefit plans is to
contribute annually an amount in excess of the minimum annual contribution
required under the Employee Retirement Income Security Act (ERISA). This amount
is limited by the maximum amount that can be deducted for federal income tax
purposes. Because the qualified defined benefit plans are overfunded, no amounts
were contributed to these plans in 2000 or 1999. The funding policy for
nonqualified defined benefit plans is to contribute the amount of the benefit
payments made during the year. The projected benefit obligation and accumulated
benefit obligation for the non-qualified defined benefit pension plans, which
are underfunded, for which accumulated benefit obligations are in excess of plan
assets were $256.3 million, and $244.3 million, respectively, at December 31,
2000, and $257.4 million and $239.3 million, respectively, at December 31, 1999.
Non-qualified plan assets, at fair value, were $0.8 million and $1.0 million at
December 31, 2000 and 1999, respectively.

Defined contribution plans include The Investment Incentive Plan and the
Savings and Investment Plan. The expense for defined contribution plans was
$10.2 million, $9.4 million, and $8.1 million, in 2000, 1999 and 1998,
respectively.

In addition to the Company's defined benefit pension plans, the Company has
employee welfare plans for medical, dental, and life insurance covering most of
its retired employees and general agency personnel.

Substantially all employees may become eligible for these benefits if they
reach retirement age while employed by the Company. The postretirement health
care and dental coverages are contributory based on service for post January 1,
1992 non-union retirees. A small portion of pre-January 1, 1992 non-union
retirees also contribute. The applicable contributions are based on service.

The Company's policy is to fund postretirement benefits in amounts at or below
the annual tax qualified limits. As of December 31, 2000 and 1999, plan assets
related to non-union employees were comprised of an irrevocable health insurance
contract to provide future health benefits to retirees. Plan assets related to
union employees were comprised of approximately 60% equity securities and 40%
fixed income investments.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS
(CONTINUED)

The changes in benefit obligation and plan assets related to the Company's
qualified and nonqualified benefit plans are summarized as follows:

YEAR ENDED DECEMBER 31,
-----------------------------------------------
OTHER POSTRETIREMENT
PENSION BENEFITS BENEFITS
------------------- ----------------------
2000 1999 2000 1999
------ -------- ------- --------
(IN MILLIONS)

CHANGE IN BENEFIT
OBLIGATION:
Benefit obligation
at beginning of year ... $1,967.6 $1,839.8 $ 443.2 $ 441.1
Service cost ........... 36.8 35.7 7.8 7.5
Interest cost .......... 134.1 121.2 31.4 28.7
Amendments ............. (10.3) 19.9 -- --
Actuarial (gain)
loss ................... (136.8) 32.6 36.4 (4.7)
Translation (gain)
loss ................... (1.5) 2.1 -- --
Benefits paid .......... (113.6) (115.1) (32.0) (29.4)
Acquisition of
subsidiary ............. -- 44.6 6.5 --
Curtailment ............ -- (13.2) -- --
-------- -------- ------- -------
Benefit obligation
at end of year ......... 1,876.3 1,967.6 493.3 443.2
-------- -------- ------- -------
CHANGE IN PLAN ASSETS:
Fair value of plan
assets at beginning
of year ................ 2,476.5 2,251.1 232.9 215.2
Actual return on
plan assets ............ 132.6 281.5 0.3 17.7
Employer
contribution ........... 12.6 11.5 35.5 --
Benefits paid .......... (113.6) (108.4) (7.3) --
Translation (loss)
gain ................... (2.3) 3.5 -- --
Acquisition of
subsidiary ............. -- 50.2 -- --
Curtailment ............ -- (12.9) -- --
-------- -------- ------- -------
Fair value of plan B
assets at end of
year ................... 2,505.8 2,476.5 261.4 232.9
-------- -------- ------- -------
Funded status ............ 629.5 508.9 (231.9) (210.3)
Unrecognized actuarial
gain .................... (400.6) (366.0) (139.7) (182.8)
Unrecognized prior
service cost ............ 24.2 39.1 (1.4) (1.6)
Unrecognized net
transition asset ........ (6.3) (11.8) -- --
-------- -------- ------- -------
Prepaid (accrued)
benefit cost, net ....... $ 246.8 $ 170.2 $(373.0) $(394.7)
======== ======== ======= =======
AMOUNTS RECOGNIZED IN
BALANCE SHEET CONSIST
OF:
Prepaid benefit
cost .................. $ 396.4 $ 299.4
Accrued benefit
liability ............. (243.5) (238.9)
Intangible asset ...... 6.0 7.9
Accumulated other
comprehensive
income ................ 87.9 101.8
-------- --------
Prepaid benefit cost,
net ..................... $ 246.8 $ 170.2
======== ========

JOHN HANCOCK LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 10--PENSION BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFIT PLANS
(CONTINUED)

The assumptions used in accounting for the Company's qualified and
nonqualified benefit plans were as follows:

YEAR ENDED DECEMBER 31,
-------------------------------
OTHER
PENSION POSTRETIREMENT
BENEFITS BENEFITS
------------ --------------
2000 1999 2000 1999
---- ---- ---- ----

Discount rate .................. 7.25% 7.00% 7.25% 7.00%
Expected return on plan
assets ........................ 9.00% 8.50% 9.00% 8.50%
Rate of compensation
increase ...................... 4.77% 4.77% 4.77% 4.77%

For measurement purposes, an 8.75% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2001. The rate was assumed
to decrease gradually to 5.25% in 2006 and remain at that level thereafter.

For the prior valuation, an 5.50% annual rate of increase in the per capita
cost of covered health care benefits was assumed for 2000. The rate was assumed
to decrease gradually to 5.25% in 2001 and remain at that level thereafter.

The net periodic benefit (credit) cost related to the Company's qualified and
nonqualified benefit plans includes the following components:

YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
OTHER POSTRETIREMENT
PENSION BENEFITS BENEFITS
-------------------------- -----------------------
2000 1999 1998 2000 1999 1998
----- ---- ---- ---- ---- ----
(IN MILLIONS)

Service cost ............. $ 36.8 $ 35.7 $ 34.6 $ 7.8 $ 7.5 $ 7.1
Interest cost ............ 134.1 121.2 117.5 31.4 28.7 29.1
Expected return on
plan assets ............. (217.4) (186.6) (168.5) (24.1) (18.3) (14.7)
Amortization of
transition asset ........ (12.7) (12.1) (11.7) -- -- --
Amortization of prior
service cost ............ 4.6 3.9 6.5 (0.2) (0.2) (0.3)
Recognized actuarial
gain .................... (10.9) (8.1) (2.6) (8.8) (8.5) (7.8)
Other .................... -- (3.8) (1.2) -- -- --
-------- -------- ----- ---- ---- ----
Net periodic benefit
(credit) cost ......... $ (65.5) $ (49.8) $ (25.4) $ 6.1 $ 9.2 $ 13.4
======== ======== ===== ==== ==== ====

Assumed health care cost trend rates have a significant effect on the amounts
reported for the healthcare plans. A one-percentage point change in assumed
health care cost trend rates would have the following effects:

1-PERCENTAGE 1-PERCENTAGE
POINT INCREASE POINT DECREASE
-------------- ----------------
(IN MILLIONS)
Effect on total of service and interest costs
in 2000 ....................................... $ 4.6 $ (2.2)
Effect on postretirement benefit obligations
as of December 31, 2000 ...................... 34.5 (29.9)

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--COMMITMENTS AND CONTINGENCIES

In the normal course of its business operations, the Company is involved with
litigation from time to time with claimants, beneficiaries and others, and a
number of litigation matters were pending as of December 31, 2000. It is the
opinion of management, after consultation with counsel, that the ultimate
liability with respect to these claims, if any, will not materially affect the
financial position or results of operations of the Company.

During 1997, the Company entered into a court-approved settlement relating to
a class action lawsuit involving certain individual life insurance policies sold
from 1979 through 1996. In entering into the settlement, the Company
specifically denied any wrongdoing. The reserve held in connection with the
settlement to provide for relief to class members and for legal and
administrative costs associated with the settlement amounted to $172.8 million
and $496.6 million at December 31, 2000 and 1999, respectively. Costs incurred
related to the settlement were $140.2 million and $230.8 million, in 1999 and
1998, respectively. No such costs were incurred in 2000. The estimated reserve
is based on a number of factors, including the estimated cost per claim and the
estimated costs to administer the claims.

During 1996, management determined that is was probable that a settlement
would occur and that a minimum loss amount could be reasonably estimated.
Accordingly, the Company recorded its best estimate based on the information
available at the time. The terms of the settlement agreement were negotiated
throughout 1997 and approved by the court on December 31, 1997. In accordance
with the terms of the settlement agreement, the Company contacted class members
during 1998 to determine the actual type of relief to be sought by class
members. The majority of the responses from class members were received by the
fourth quarter of 1998. The type of relief sought by class members differed from
the Company's previous estimates, primarily due to additional outreach
activities by regulatory authorities during 1998 encouraging class members to
consider alternative dispute resolution relief. In 1999, the Company updated its
estimate of the cost of claims subject to alternative dispute resolution relief
and revised its reserve estimate accordingly.

Given the uncertainties associated with estimating the reserve, it is
reasonably possible that the final cost of the settlement could differ
materially from the amounts presently provided for by the Company. The Company
will continue to update its estimate of the final cost of the settlement as the
claims are processed and more specific information is developed, particularly as
the actual cost of the claims subject to alternative dispute resolution becomes
available. However, based on information available at this time, and the
uncertainties associated with the final claim processing and alternative dispute
resolution, the range of any additional costs related to the settlement cannot
be estimated with precision.

NOTE 12--SHAREHOLDER'S EQUITY

(a) Common Stock

As result of the demutualization, as described in Note 1, the Company was
converted to a stock life insurance company and has one class of capital stock,
common stock ($10,000 par value, 1,000 shares authorized). All of the
outstanding common stock of the Company is owned by JHFS.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY (CONTINUED)

(b) Other Comprehensive Income

The components of accumulated other comprehensive income are as follows:

FOREIGN ACCUMULATED
NET CURRENCY MINIMUM OTHER
UNREALIZED TRANSLATION PENSION COMPREHENSIVE
GAINS (LOSSES) ADJUSTMENT LIABILITY INCOME
-------------- ----------- --------- ---------------
(IN MILLIONS)
Balance at January 1,
1998 ................ $ 520.3 $ (44.1) $ (29.5) $ 446.7
Gross unrealized gains
(losses) (net of
deferred income tax
benefit of $56.7
million) ............ (121.3) -- -- (121.3)
Less reclassification
adjustment for
(gains) losses,
realized in net
income (net of tax
expense of $61.4
million) ............ (113.9) -- -- (113.9)
Participating group
annuity contracts
(net of deferred
income tax expense of
$31.1 million) ...... 57.7 -- -- 57.7
Adjustment to deferred
policy acquisition
costs and present
value of future
profits (net of
deferred income tax
expense of $15.5
million) ............ 28.9 -- -- 28.9
------- ----- ----- -------
Net unrealized gains
(losses) ............ (148.6) -- -- (148.6)
Foreign currency
translation
adjustment .......... -- (6.0) -- (6.0)
Minimum pension
liability (net of
deferred income tax
benefit of $6.2
million) ............ -- -- (8.8) (8.8)
------- ------- ------- --------
Balance at December
31, 1998 ............ $ 371.7 $ (50.1) $ (38.3) $ 283.3
======= ======= ======= ========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY (CONTINUED)

Balance at
December 31, 1998 ............ $ 371.7 $(50.1) $(38.3) $ 283.3
Gross unrealized gains
(losses) (net of
deferred income tax
benefit of $275.6
million) .................... (503.9) -- -- (503.9)
Less reclassification
adjustment for
(gains) losses,
realized in net
income (net of tax
expense of $5.4
million) .................... (10.0) -- -- (10.0)
Participating group
annuity contracts
(net of deferred
income tax expense of
$40.1 million) .............. 74.6 -- -- 74.6
Adjustment to deferred
policy acquisition
costs and present
value of future
profits (net of
deferred income tax
expense of $71.3
million) .................... 132.3 -- -- 132.3
------- ------ ------ -------
Net unrealized gains
(losses) .................... (307.0) -- -- (307.0)
Foreign currency
translation
adjustment .................. -- 16.9 -- 16.9
Minimum pension
liability (net of
deferred income tax
benefit of $12.3
million) .................... -- -- (22.9) (22.9)
------- ------ ------ -------
Balance at December
31, 1999 .................... $ 64.7 $(33.2) $(61.2) $ (29.7)
------- ------ ------ -------
Gross unrealized gains
(losses) (net of
deferred income tax
expense of $37.1
million) .................... 46.2 46.2
Less reclassification
adjustment for
(gains) losses,
realized in net
income (net of tax
benefit of $62.0
million) .................... 115.2 115.2
Participating group
annuity contracts
(net of deferred
income tax benefit
of $3.6 million) ............ (6.8) (6.8)
Adjustment to deferred
policy acquisition
costs and present
value of future
profits
(net of deferred
income tax benefit
of $17.5 million) ........... (32.6) (32.6)
------- -------
Net unrealized gains
(losses) .................... 122.0 122.0
Foreign currency
translation
adjustment .................. (19.1) (19.1)
Minimum pension
liability (net of
deferred income tax
expense of $4.4
million) .................... 8.2 8.2
Minority interest ............ (3.9) (0.6) (4.5)
------- ------ ------ -------
Balance at December
31, 2000 .................... $ 182.8 $(52.9) $(53.0) $ 76.9
======= ====== ====== =======

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY (CONTINUED)

Net unrealized investment gains (losses), included in the consolidated balance
sheets as a component of shareholder's equity, are summarized as follows:

YEAR ENDED
---------------------------
2000 1999 1998
-------- -------- -------
(IN MILLIONS)
BALANCE, END OF YEAR COMPRISES:

Unrealized investment gains (losses) on:
Fixed maturities .......................... $ 207.5 $(191.7) $ 730.6
Equity investments ........................ 265.3 144.0 239.0
Derivatives and other ..................... (149.1) 110.8 (111.5)
------- ------- -------
Total ........................................ 323.7 63.1 858.1
AMOUNTS OF UNREALIZED INVESTMENT (GAINS) LOSSES
ATTRIBUTABLE TO:
Participating group annuity contracts ...... (34.4) (24.0) (138.7)
Deferred policy acquisition cost and present
value of future profits .................... 10.0 60.1 (143.5)
Deferred federal income taxes .............. (112.6) (34.5) (204.2)
Minority interest .......................... (3.9) -- --
------- ------- -------
Total ........................................ (140.9) 1.6 (486.4)
------- ------- --------
Net unrealized investment gains .............. $ 182.8 $ 64.7 $ 371.7
======= ======= ========

Statutory Results

The Company and its domestic insurance subsidiaries prepare their
statutory-basis financial statements in accordance with accounting practices
prescribed or permitted by the state of domicile. Prescribed statutory
accounting practices include state laws, regulations and administrative rules,
as well as guidance published by the NAIC. Permitted accounting practices
encompass all accounting practices that are not prescribed by the sources noted
above. Since 1988, the Commonwealth of Massachusetts Division of Insurance has
provided the Company with approval to recognize the pension plan prepaid expense
in accordance with the requirements of SFAS No. 87, "Employers' Accounting for
Pensions." The Company furnishes the Commonwealth of Massachusetts Division of
Insurance with an actuarial certification of the prepaid expense computation on
an annual basis.

In addition, during 2000 and 1999, the Company received permission from the
Commonwealth of Massachusetts Division of Insurance to record its Asset
Valuation Reserve in excess of the prescribed maximum reserve level by $36.7
million and $48.0 million at December 31, 2000 and 1999, respectively. There are
no other material permitted practices.

Statutory net income and surplus include the accounts of the Company and its
variable life insurance subsidiary, John Hancock Variable Life Insurance
Company, including its wholly-owned subsidiary, Investors Partner Life Insurance
Company, and Investors Guaranty Life Insurance Company.

2000 1999 1998
-------- -------- ----------
(IN MILLIONS)

Statutory net income ......................... $ 617.6 $ 573.2 $ 627.3
Statutory surplus ............................ 3,700.5 3,456.7 3,388.7

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--SHAREHOLDER'S EQUITY (CONTINUED)

Massachusetts has enacted laws governing the payment of dividends by insurers.
Under Massachusetts insurance law, no insurer may pay any shareholder dividends
from any source other than statutory unassigned funds without the prior approval
of the Massachusetts Division of Insurance. Massachusetts law also limits the
dividends an insurer may pay in any twelve month period, without the prior
permission of the Massachusetts Division of Insurance, to the greater of (i) 10%
of its statutory policyholders' surplus as of the preceding December 31 or (ii)
the individual company's statutory net gain from operations for the preceding
calendar year, if such insurer is a life company.

NOTE 13--SEGMENT INFORMATION

The Company's reportable segments are strategic business units offering
different products and services. The reportable segments are managed separately,
as they focus on different products, markets or distribution channels.

RETAIL-PROTECTION SEGMENT. Offers a variety of individual life insurance and
individual and group long-term care insurance products, including participating
whole life, term life, universal life, variable life, and retail and group
long-term care insurance. Products are distributed through multiple distribution
channels, including insurance agents and brokers and alternative distribution
channels that include banks, financial planners, direct marketing and the
Internet.

RETAIL-ASSET GATHERING SEGMENT. Offers individual annuities and mutual fund
products and services. Individual annuities consist of fixed deferred annuities,
fixed immediate annuities, single premium immediate annuities, and variable
annuities. Mutual fund products and services primarily consist of open-end
mutual funds, closed-end funds, and 401(k) services. This segment distributes
its products through distribution channels including insurance agents and
brokers affiliated with the Company, securities brokerage firms, financial
planners, and banks.

INSTITUTIONAL-GUARANTEED AND STRUCTURED FINANCIAL PRODUCTS (G&SFP) SEGMENT.
Offers a variety of retirement products to qualified defined benefit plans,
defined contribution plans and non-qualified buyers. The Company's products
include guaranteed investment contracts, funding agreements, single premium
annuities, and general account participating annuities and fund type products.
These contracts provide non-guaranteed, partially guaranteed, and fully
guaranteed investment options through general and separate account products. The
segment distributes its products through a combination of dedicated regional
representatives, pension consultants and investment professionals.

INSTITUTIONAL-INVESTMENT MANAGEMENT SEGMENT. Offers a wide range of investment
management products and services to institutional investors covering a variety
of private and publicly traded asset classes including fixed income, equity,
mortgage loans, and real estate. This segment distributes its products through a
combination of dedicated sales and marketing professionals, independent
marketing specialists, and investment professionals.

CORPORATE AND OTHER SEGMENT. Primarily consists of the Company's
international insurance operations, certain corporate operations, and businesses
that are either disposed or in run-off. Corporate operations primarily include
certain financing activities, income on capital not specifically allocated to
the reporting segments and certain non-recurring expenses not allocated to the
segments. The disposed businesses primarily consist of group health insurance
and related group life insurance, property and casualty insurance and selected
broker/dealer operations.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. Allocations of net investment income
are based on the amount of assets allocated to each segment. Other costs and
operating expenses are allocated to each segment based on a review of the nature
of such costs, cost allocations utilizing time studies, and other relevant
allocation methodologies.

Management of the Company evaluates performance based on segment after-tax
operating income, which excludes the effect of net realized investment gains or
losses and unusual or non-recurring events and transactions. Segment after-tax
operating income is determined by adjusting GAAP net income for net realized
investment gains and losses, including gains and losses on disposals of
businesses and certain other items which management believes are not indicative
of overall operating trends. While these items may be significant components in
understanding and assessing the Company's financial performance, management
believes that the presentation of after-tax operating income enhances its
understanding of the Company's results of operations by highlighting net income
attributable to the normal, recurring operations of the business.

Amounts reported as segment adjustments in the tables below primarily relate
to: (i) certain realized investment gains (losses), net of related amortization
adjustment for deferred policy acquisition costs and amounts credited to
participating pension contractholder accounts (the adjustment for realized
investment gains (losses) excludes gains and losses from mortgage
securitizations and investments backing short-term funding agreements because
management views the related gains and losses as an integral part of the core
business of those operations); (ii) benefits to policyholders and expenses
incurred relating to the settlement of a class action lawsuit against the
Company involving certain individual life insurance policies sold from 1979
through 1996; (iii) restructuring costs related to our distribution systems,
retail operations and mutual fund operations; (iv) the surplus tax on mutual
life insurance companies which as a stock company is no longer applicable to the
Company; (v) a fourth quarter 1999 charge for uncollectible reinsurance related
to certain assumed reinsurance business; (vi) a fourth quarter 1999 charge for a
group pension dividend resulting from demutualization related asset transfers
and the formation of a corporate account; (vii) a charge for certain one time
costs associated with the demutualization process; and (viii) cumulative effect
of accounting change.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

The following table summarizes selected financial information by segment for
the year ended or as of December 31 and reconciles segment revenues and segment
after-tax operating income to amounts reported in the consolidated statements of
income (in millions):

RETAIL INSTITUTIONAL CORPORATE
RETAIL ASSET INSTITUTIONAL INVESTMENT AND
2000 PROTECTION GATHERING G&SFP MANAGEMENT OTHER CONSOLIDATED
- ---- ---------- ---------- ------------- ------------- ---------- --------------

REVENUES:
Segment revenues ............................... $ 1,529.7 $ 1,195.9 $ 2,409.4 $ 212.0 $ 1,707.6 $ 7,054.6
Realized investment gains (losses), net ........ (18.2) 15.4 (64.7) 7.1 152.8 92.4
--------- --------- --------- -------- --------- ---------
Revenues ....................................... $ 1,511.5 $ 1,211.3 $ 2,344.7 $ 219.1 $ 1,860.4 $ 7,147.0
========= ========= ========= ======== ========= =========
Net investment income .......................... $ 604.7 $ 445.8 $ 1,741.9 $ 22.7 $ 435.9 $ 3,251.0
NET INCOME:
Segment after-tax operating income ............. 252.2 128.8 211.6 46.8 104.0 743.4
Realized investment gains (losses), net ........ (11.5) 18.6 (40.5) 4.4 93.5 64.5
Restructuring charges .......................... (6.7) (1.4) (2.6) -- (1.3) (12.0)
Surplus tax .................................... 20.8 0.6 6.5 -- 18.1 46.0
Demutualization expenses ....................... 1.6 0.4 0.4 -- 0.1 2.5
Other demutualization related costs ............ (6.8) (1.3) (1.7) -- (0.2) (10.0)
Group pension dividend transfer ................ -- -- 5.7 -- -- 5.7
--------- --------- --------- -------- --------- ---------
Net income ..................................... $ 249.6 $ 145.7 $ 179.4 $ 51.2 $ 214.2 $ 840.1
========= ========= ========= ======== ========= =========
SUPPLEMENTAL INFORMATION:
Inter-segment revenues ......................... -- -- -- $ 39.1 $ (39.1) --
Equity in net income of investees accounted
for by the equity method ...................... $ 7.5 $ 3.5 $ 11.2 16.8 104.8 $ 143.8
Amortization of deferred policy acquisition
costs ......................................... 55.6 78.8 2.6 -- 46.8 183.8
Interest expense ............................... 1.1 3.5 -- 12.1 46.7 63.4
Income tax expense ............................. 88.6 57.9 78.3 35.2 84.4 344.4
Segment assets ................................. 27,049.9 14,067.2 31,161.1 3,124.5 12,378.1 87,780.8
NET REALIZED INVESTMENT GAINS DATA:
Net realized investment (losses) gains ......... (34.3) 18.8 (57.8) 10.3 152.9 89.9
Add capitalization/less amortization of deferred
policy acquisition costs related to net
realized investment gains (losses) ............ 4.4 (3.5) -- -- -- 0.9
Less amounts credited to participating pension
contractholder accounts ...................... -- -- (6.9) -- -- (6.9)
--------- --------- --------- -------- --------- ---------
Net realized investment (losses) gains, net of
related amortization of deferred policy
acquisition costs and amounts credited to
participating pension contractholders--per
consolidated financial statements ............. (29.9) 15.3 (64.7) 10.3 152.9 83.9
Less realized investment (losses) gains
attributable to mortgage securitizations ...... -- -- -- 3.2 -- 3.2
Net realized investment gains in the closed
block ......................................... 11.7 -- -- -- -- 11.7
--------- --------- --------- -------- --------- ---------
Realized investment (losses) gains, net-pre-tax
adjustment made to calculate segment operating
income ........................................ (18.2) 15.3 (64.7) 7.1 152.9 92.4
Less income tax effect ......................... 6.7 3.3 24.2 (2.7) (59.4) (27.9)
--------- --------- --------- -------- --------- ---------
Realized investment (losses) gains,
net-after-tax adjustment made to calculate
segment operating income ...................... $ (11.5) $ 18.6 $ (40.5) $ 4.4 $ 93.5 $ 64.5
========= ========= ========= ======== ========= =========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

RETAIL INSTITUTIONAL
RETAIL ASSET INSTITUTIONAL INVESTMENT CORPORATE
1999 PROTECTION GATHERING G&SFP MANAGEMENT AND OTHER CONSOLIDATED
- ---- ---------- ---------- ------------- ------------- ---------- --------------

REVENUES:
Segment revenues ............................... $ 2,756.9 $ 1,057.3 $ 2,021.8 $ 189.9 $ 1,310.5 $ 7,336.4
Realized investment gains (losses), net ........ 173.6 (11.0) 93.3 3.1 (56.1) 202.9
--------- --------- --------- -------- --------- ---------
Revenues ....................................... $ 2,930.5 $ 1,046.3 $ 2,115.1 $ 193.0 $ 1,254.4 $ 7,539.3
========= ========= ========= ======== ========= =========
Net investment income .......................... $ 1,101.9 $ 388.6 $ 1,681.3 $ 45.9 $ 350.8 $ 3,568.5
NET INCOME:
Segment after-tax operating income ............. 188.7 115.1 201.7 37.3 67.8 610.6
Realized investment gains (losses), net ........ 108.6 (6.9) 58.4 2.0 (42.1) 120.0
Class action lawsuit ........................... -- -- -- -- (91.1) (91.1)
Restructuring charges .......................... (8.6) (7.3) (0.6) -- (0.5) (17.0)
Surplus tax .................................... (12.5) (1.0) (6.5) -- (2.2) (22.2)
Workers' compensation reinsurance reserves ..... -- -- -- -- (133.7) (133.7)
Group pension dividend transfer ................ -- -- (205.8) -- -- (205.8)
Demutualization expenses ....................... (61.3) (13.0) (16.1) -- (3.2) (93.6)
Other demutualization related costs ............ (4.6) (0.9) (1.1) -- (0.2) (6.8)
Cumulative effect of accounting change ......... -- (9.6) -- (0.1) -- (9.7)
--------- --------- --------- -------- --------- ---------
Net income ..................................... $ 210.3 $ 76.4 $ 30.0 $ 39.2 $ (205.2) $ 150.7
========= ========= ========= ======== ========= =========
SUPPLEMENTAL INFORMATION:
Inter-segment revenues ......................... -- -- -- $ 43.6 $ (43.6) --
Equity in net income of investees accounted for
by the equity method .......................... $ 46.2 $ (0.3) $ 14.3 3.5 1.4 $ 65.1
Amortization of deferred policy acquisition
costs ......................................... 69.2 53.5 3.1 -- 38.4 164.2
Interest expense ............................... 0.7 6.2 -- 5.3 57.9 70.1
Income tax expense (credit) .................... 138.9 51.9 (7.5) 26.5 (111.9) 97.9
Segment assets ................................. 25,372.1 14,297.2 30,370.5 3,531.4 11,017.2 84,588.4
NET REALIZED INVESTMENT GAINS DATA:
Net realized investment gains (losses) ......... 228.4 (16.1) 97.4 6.6 (55.3) 261.0
Less amortization of deferred policy acquisition
costs related to net realized investment
(losses) gains ................................ (54.8) 5.1 -- -- (0.8) (50.5)
Less amounts credited to participating pension
contractholder accounts ....................... -- -- (35.3) -- -- (35.3)
--------- --------- --------- -------- --------- ---------
Net realized investment gains (losses), net of
related amortization of deferred policy
acquisition costs and amounts credited to
participating pension contractholders--per
consolidated financial statements ............. 173.6 (11.0) 62.1 6.6 (56.1) 175.2
Less realized investment (losses) gains
attributable to mortgage securitizations and
investments backing short-term funding
agreements .................................... -- -- (31.2) 3.5 -- (27.7)
Less gain on sale of business .................. -- -- -- -- (33.0) (33.0)
--------- --------- --------- -------- --------- ---------
Realized investment gains (losses), net-pre-tax
adjustment made to calculate segment operating
income ........................................ 173.6 (11.0) 93.3 3.1 (89.1) 169.9
Less income tax effect ......................... (65.0) 4.1 (34.9) (1.1) 47.0 (49.9)
--------- --------- --------- -------- --------- ---------
Realized investment gains (losses),
net-after-tax adjustment made to calculate
segment operating income ...................... $ 108.6 $ (6.9) $ 58.4 $ 2.0 $ (42.1) $ 120.0
========= ========= ========= ======== ========= =========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

RETAIL INSTITUTIONAL
RETAIL ASSET INSTITUTIONAL INVESTMENT CORPORATE
1998 PROTECTION GATHERING G&SFP MANAGEMENT AND OTHER CONSOLIDATED
- ---- ---------- ---------- ------------- ------------- --------- --------------

REVENUES:
Segment revenues ................................ $ 2,667.6 $ 1,015.3 $ 1,731.2 $ 143.9 $1,103.9 $ 6,661.9
Realized investment gains, net .................. 75.3 18.3 30.7 0.2 23.7 148.2
--------- --------- --------- -------- --------- ---------
Revenues ........................................ $ 2,742.9 $ 1,033.6 $ 1,761.9 $ 144.1 $1,127.6 $ 6,810.1
========= ========= ========= ======== ======== =========
Net investment income ........................... $ 1,061.2 $ 378.0 $ 1,576.3 $ 24.1 $ 288.4 $ 3,328.0
NET INCOME:
Segment after-tax operating income .............. $ 166.1 $ 111.1 $ 145.7 $ 15.4 $ 56.3 $ 494.6
Realized investment gains, net .................. 49.0 12.0 17.2 0.1 15.4 93.7
Class action lawsuit ............................ -- -- -- -- (150.0) (150.0)
Surplus tax ..................................... 11.7 0.3 2.0 -- 1.5 15.5
Demutualization expenses ........................ (7.9) (1.8) (1.5) -- (0.5) (11.7)
--------- --------- --------- -------- --------- ---------
Net income ...................................... $ 218.9 $ 121.6 $ 163.4 $ 15.5 $ (77.3) $ 442.1
========= ========= ========= ======== ======== =========
SUPPLEMENTAL INFORMATION:
Inter-segment revenues .......................... -- -- -- $ 34.3 $ (34.3) --
Equity in net income of investees accounted for
by the equity method ........................... $ 54.9 -- $ 12.7 0.9 1.5 $ 70.0
Amortization of deferred policy acquisition
costs .......................................... 153.9 $ 46.8 3.7 -- 45.3 249.7
Interest expense ................................ 0.3 8.5 -- 7.0 60.9 76.7
Income tax expense (credit) ..................... 82.1 61.5 67.9 10.7 (48.1) 174.1
Segment assets .................................. 25,684.2 12,715.7 29,315.2 3,439.6 5,792.5 76,947.2
NET REALIZED INVESTMENT GAINS DATA:
Net realized investment gains (losses) .......... 112.9 21.9 72.1 (4.2) 23.7 226.4
Less amortization of deferred policy acquisition
costs related to net realized investment
(losses) gains ................................. (37.6) (3.6) -- -- -- (41.2)
Less amounts credited to participating pension
contractholder accounts ........................ -- -- (79.1) -- -- (79.1)
--------- --------- --------- -------- --------- ---------
Net realized investment gains (losses), net of
related amortization of deferred policy
acquisition costs and amounts credited to
participating pension contractholders--per
consolidated financial statements .............. 75.3 18.3 (7.0) (4.2) 23.7 106.1
Less realized investment (losses) gains
attributable to mortgage securitizations and
investments backing short-term funding
agreements ..................................... -- -- (37.7) (4.4) -- (42.1)
Realized investment gains, net-pre-tax adjustment
made to calculate segment operating income ..... 75.3 18.3 30.7 0.2 23.7 148.2
Less income tax effect .......................... (26.3) (6.3) (13.5) (0.1) (8.3) (54.5)
--------- --------- --------- -------- --------- ---------
Realized investment gains, net-after-tax
adjustment made to calculate segment operating
income ......................................... $ 49.0 $ 12.0 $ 17.2 $ 0.1 $ 15.4 $ 93.7
========= ========= ========= ======== ======== =========

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--SEGMENT INFORMATION (CONTINUED)

The Company operates primarily in the United States, Canada and the Pacific
Rim (China, Indonesia, Malaysia, the Philippines, Singapore, and Thailand). The
following table summarizes selected financial information by geographic location
for the year ended or at December 31:

INCOME BEFORE
INCOME TAXES, MINORITY
INTEREST AND CUMULATIVE
LONG-LIVED EFFECT OF
LOCATION REVENUES ASSETS ASSETS ACCOUNTING CHANGE
- -------- -------- ---------- --------- -------------------------
(IN MILLIONS)

2000
United States ...... $5,823.7 $424.8 $77,978.9 $1,130.7
Canada ............. 1,078.6 30.4 9,357.8 58.5
Foreign--other ..... 244.7 3.4 444.1 5.9
-------- ------ --------- --------
Total ............. $7,147.0 $458.6 $87,780.8 $1,195.1
======== ====== ========= ========

1999
United States ...... $6,560.7 $440.0 $75,777.6 $ 211.7
Canada ............. 741.9 28.8 8,461.7 41.8
Foreign--other ..... 236.7 2.2 349.1 6.4
-------- ------ --------- --------
Total ............. $7,539.3 $471.0 $84,588.4 $ 259.9
======== ====== ========= ========

1998
United States ...... $6,069.5 $442.5 $71,725.1 $ 585.1
Canada ............. 512.0 24.9 4,941.6 30.2
Foreign--other ..... 228.6 2.1 280.5 2.0
-------- ------ --------- --------
Total ............. $6,810.1 $469.5 $76,947.2 $ 617.3
======== ====== ========= ========

The Company has no reportable major customers and revenues are attributed to
countries based on the location of customers.

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS

The following discussion outlines the methodologies and assumptions used to
determine the fair value of the Company's financial instruments. The aggregate
fair value amounts presented herein do not represent the underlying value of the
Company and, accordingly, care should be exercised in drawing conclusions about
the Company's business or financial condition based on the fair value
information presented herein.

The following methods and assumptions were used by the Company to determine
the fair values of financial instruments:

Fair values for publicly traded fixed maturities (including redeemable
preferred stocks) are obtained from an independent pricing service. Fair
values for private placement securities and fixed maturities not provided by
the independent pricing service are estimated by the Company by discounting
expected future cash flows using a current market rate applicable to the
yield, credit quality and maturity of the investments. The fair value for
equity securities is based on quoted market prices.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The fair value for mortgage loans on real estate is estimated using discounted
cash flow analyses using interest rates adjusted to reflect the credit
characteristics of the loans. Mortgage loans with similar characteristics and
credit risks are aggregated into qualitative categories for purposes of the
fair value calculations. Fair values for impaired mortgage loans are measured
based either on the present value of expected future cash flows discounted at
the loan's effective interest rate or the fair value of the underlying
collateral for loans that are collateral dependent.

The carrying amount in the balance sheet for policy loans, short-term
investments and cash and cash equivalents approximates their respective fair
values.

The fair value of the Company's long-term debt is estimated using discounted
cash flows based on the Company's incremental borrowing rates for similar
types of borrowing arrangements. Carrying amounts for commercial paper and
short-term borrowings approximate fair value.

Fair values for the Company's guaranteed investment contracts and funding
agreements are estimated using discounted cash flow calculations based on
interest rates currently being offered for similar contracts with maturities
consistent with those remaining for the contracts being valued. The fair value
for fixed-rate deferred annuities is the cash surrender value, which
represents the account value less applicable surrender charges. Fair values
for immediate annuities without life contingencies and supplementary contracts
without life contingencies are estimated based on discounted cash flow
calculations using current market rates.

The Company's derivatives include futures contracts, interest rate swap, cap
and floor agreements, swaptions, currency rate swap agreements and equity
collar agreements. Fair values for these contracts are based on current
settlement values. These values are based on quoted market prices for the
financial futures contracts and brokerage quotes that utilize pricing models
or formulas using current assumptions for all swaps and other agreements.

The fair value for commitments approximates the amount of the initial
commitment.

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The following table presents the carrying amounts and fair values of the
Company's financial instruments:

DECEMBER 31,
---------------------------------------------
2000 1999
--------------------- ---------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
---------- ---------- ---------- ------------
(IN MILLIONS)
ASSETS:
Fixed maturities:
Held-to-maturity .......... $11,888.6 $11,651.2 $13,790.2 $13,438.7
Available-for-sale ........ 16,023.5 16,023.5 16,959.2 16,959.2
Equity securities:
Available-for-sale ........ 1,094.9 1,094.9 1,230.2 1,230.2
Trading securities ........ 231.6 231.6 84.1 84.1
Mortgage loans on real
estate ..................... 8,968.9 9,350.6 10,733.0 10,681.8
Policy loans ............... 428.6 428.6 1,938.8 1,938.8
Short-term investments ..... 151.9 151.9 166.9 166.9
Cash and cash equivalents... 2,841.2 2,841.2 1,797.7 1,797.7
LIABILITIES:
Debt ....................... 779.3 771.5 990.7 962.8
Guaranteed investment
contracts and funding
agreements ................. 14,333.9 13,953.8 13,109.3 12,709.1
Fixed rate deferred and
immediate annuities ........ 5,195.2 5,101.3 4,801.1 4,656.9
Supplementary contracts
Without life contingencies.. 60.0 63.1 56.6 55.7

Derivatives assets/
(liabilities) relating to:
Futures contracts, net ..... (16.2) (16.2) 31.3 31.3
Interest rate swap
agreements ................. (178.2) (176.1) 82.9 (18.3)
Interest rate swap CMT ..... -- (5.2) -- --
Interest rate cap
agreements ................. 2.2 2.2 5.8 5.8
Interest rate floor
agreements ................. 59.0 59.0 0.1 0.1
Interest rate swaption
agreements ................. (1.3) (1.3) (3.6) (3.6)
Currency rate swap
agreements ................. 11.4 (461.6) 9.1 (48.3)
Equity collar agreements ... 11.7 11.7 53.0 53.0

Commitments .................. -- (1,843.9) -- (1,273.5)

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--STOCK COMPENSATION PLANS

On January 5, 2000, the Company, as sole shareholder of JHFS, approved and
adopted the 1999 Long-Term Stock Incentive Plan (the Incentive Plan), which
originally had been approved by the Board of Directors of the Company on August
31, 1999. Under the Incentive Plan, which became effective on February 1, 2000,
the effective date of the Plan of Reorganization of the Company, options of JHFS
common stock granted may be either non-qualified options or incentive stock
options qualifying under Section 422 of the Internal Revenue Code. The Incentive
Plan objectives include attracting and retaining the best personnel, providing
for additional performance incentives, and promoting the success of the Company
by providing employees the opportunity to acquire JHFS's common stock.

The maximum number of shares of JHFS common stock available under the
Incentive Plan is 5% of the total number of shares of common stock that were
outstanding following the IPO. In addition, no more than 4% of these shares
shall be available for awards of incentive stock options under the Incentive
Plan, and no more than 1% of these shares shall be available for stock awards,
which includes non-vested stock. The aggregate number of shares that may be
covered by awards for any one participant over the period that the Incentive
Plan is in effect shall not exceed 1% of these shares. Subject to these overall
limits, there is no annual limit on the number of stock options or stock awards
that may be granted in any one year.

The Incentive Plan has options exercisable at March 13, 2001 and 2002, June
12, 2001 and 2002, and August 14, 2001 and 2002. JHFS has granted 4.6 million
options to employees of the Company as of December 31, 2000. Options outstanding
under the Incentive Plan were granted at a price equal to the market value of
the stock on the date of grant, vest over a two-year period, and expire five
years after the grant date.

The status of JHFS stock options granted to employees of the Company under the
Long-Term Stock Incentive Plan is summarized below as of December 31:

NUMBER OF SHARES WEIGHTED-AVERAGE
(IN THOUSANDS) EXERCISE PRICE
---------------- ------------------

Outstanding at February 1, 2000 ........ -- $ --
Granted ............................... 4,618.4 14.06
Exercised ............................. 0.2 13.94
Canceled .............................. 311.6 13.94
------- ------
Outstanding at December 31, 2000 ....... 4,306.6 14.07

Options exercisable at:
March 13, 2001 ........................ 2,125.3 13.94
June 12, 2001 ......................... 6.3 23.37
August 14, 2001 ....................... 21.7 23.75
March 13, 2002 ........................ 2,125.3 13.94
June 12, 2002 ......................... 6.3 23.37
August 14, 2002 ....................... 21.7 23.75

The Company accounts for stock-based compensation using the intrinsic value
method prescribed by APB Opinion No. 25, under which no compensation cost for
stock options is recognized for stock option awards granted at or above fair
market value. Had compensation expense for the Company's stock-based
compensation plan been determined based upon fair values at the grant dates for
awards under the plan in accordance with SFAS No. 123, the Company's net
earnings would have been reduced to the pro forma amounts indicated below.
Additional stock option awards are anticipated in future years.

100

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 15--STOCK COMPENSATION PLANS (CONTINUED)

The Black-Scholes option valuation model was developed for use in estimating
fair value of traded options, which have no vesting restrictions and are fully
transferable. In addition, option valuation models require input of highly
subjective assumptions including the expected stock price volatility. Because
the JHFS stock options granted to employees of the Company have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of the stock options.

The estimated weighted-average grant date fair value per share of stock
options granted during 2000 using the Black-Scholes option valuation model was
$3.66. The fair value of options granted in 2000 is estimated on the date of
grant using the following assumptions: dividend yield of 1.8%, expected
volatility of 24%, risk-free interest rate range of 4.8% to 5.6% depending on
grant date, and an expected life ranging from 2 to 5 years.

For the purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

FOR THE PERIOD
FEBRUARY YEAR ENDED
THROUGH DECEMBER 31, 2000
DECEMBER 31, 2000 PRO FORMA (UNAUDITED)
----------------- -----------------------
(IN MILLIONS)
Net income:
As reported ..................... $796.1 $840.1
Pro forma (unaudited) ........... 792.4 835.8

At December 31, 2000, JHFS had 4.3 million stock options outstanding to
employees of the Company with a weighted-average remaining contractual life of
4.2 years and a weighted-average exercise price of $14.07. As of December 31,
2000, there were 21,707 options exercisable, which represent grants to employees
of the Company who subsequently retired. Employees of the Company who retire
with outstanding options immediately vest and have a maximum of one year to
exercise.

On March 13, 2000, JHFS granted 291,028 shares of non-vested stock to key
personnel of the Company at a weighted-average grant price per share of $14.34.
These grants of non-vested stock are forfeitable and vest at three or five years
of service with the Company. The total grant-date exercise price of the
non-vested stock granted from February 1, 2000 through December 31, 2000 is $4.2
million. During the third and fourth quarters of 2000, 50,837 shares of
non-vested stock were forfeited with a total grant date exercise price of $0.7
million.

101

JOHN HANCOCK LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 16--SUBSEQUENT EVENTS

On February 8, 2001, the Company signed letters of intent to reinsure 50% of
the business in the Closed Block, effective January 1, 2001. The effect of the
reinsurance will be to lower the Company's statutory risk based capital
requirements and to raise its statutory risk based capital ratio. This will
provide greater statutory capital flexibility for the Company. There will be no
effect on policyholder dividends, nor will the immediate effect on earnings be
material, as the reinsurance treaties will not meet the requirements of SFAS No.
113, "Accounting and Reporting for Reinsurance of Short-Duration and Long
Duration Contracts." Final treaties with two reinsurers are expected to be
signed by the end of the first quarter of 2001. The reinsurance agreements
result in making several hundred million dollars in statutory capital available
for further business development or other purposes.

In March 2001, the Company announced the sale of the retirement plan
record-keeping business operated out of the mutual fund subsidiary of the
Company, John Hancock Funds. It is estimated that an after-tax charge of
approximately $9 million will be recorded in the first quarter of 2001 and that
the Company will initially sever 31 employees with additional severances
planned. The Company will continue to manage the assets of the business, the
purchaser will assume the record-keeping and support responsibilities.

102

JOHN HANCOCK LIFE INSURANCE COMPANY

SCHEDULE I -- SUMMARY OF INVESTMENTS --
OTHER THAN INVESTMENTS IN RELATED PARTIES
EXCLUDING CLOSED BLOCK
AS OF DECEMBER 31, 2000
(IN MILLIONS)

AMOUNT AT WHICH
SHOWN IN THE
CONSOLIDATED
TYPE OF INVESTMENT COST (2) VALUE BALANCE SHEET
------------------ -------- ----- ---------------

Fixed maturity securities,
available-for-sale:
Bonds:
United States government and government
agencies and authorities ............... 243.2 247.9 247.9
States, municipalities and political
subdivisions ........................... 126.6 126.7 126.7
Foreign governments ..................... 1,386.4 1,453.8 1,453.8
Public utilities ........................ 1,051.4 1,085.0 1,085.0
Convertibles and bonds with warrants
attached ............................... 250.9 258.4 258.4
All other corporate bonds ............... 12,123.4 12,263.9 12,264.0
Certificates of deposits ................ 0.0 0.0 0.0
Redeemable preferred stock .............. 608.4 587.8 587.8
-------- -------- --------
Total fixed maturity securities,
available-for-sale ..................... 15,790.3 16,023.5 16,023.6
-------- -------- --------

Equity securities, available-for-sale:
Common stocks:
Public utilities ........................ 4.7 5.5 5.5
Banks, trust and insurance companies .... 1.9 2.8 2.8
Industrial, miscellaneous and all
other .................................. 703.1 968.9 968.9
Non-redeemable preferred stock .......... 120.9 117.7 117.7
-------- -------- --------
Total equity securities,
available-for-sale ..................... 830.6 1,094.9 1,094.9
-------- -------- --------

Fixed maturity securities,
held-to-maturity:
Bonds:
United States government and government
agencies and authorities ............... 32.5 33.2 32.5
States, municipalities and political
subdivisions ........................... 717.4 701.3 717.4
Foreign governments ..................... 5.6 10.2 5.6
Public utilities ........................ 973.2 901.3 973.2
Convertibles and bonds with warrants
attached ............................... 174.2 149.0 174.2
All other corporate bonds ............... 9,985.7 9,856.2 9,985.7
Certificates of deposits ................ 0.0 0.0 0.0
Redeemable preferred stock .............. 0.0 0.0 0.0
-------- -------- --------
Total fixed maturity securities,
held-to-maturity ....................... 11,888.6 11,651.2 11,888.6
-------- -------- --------

103

JOHN HANCOCK LIFE INSURANCE COMPANY

SCHEDULE I -- SUMMARY OF INVESTMENTS --
OTHER THAN INVESTMENTS IN RELATED PARTIES--(CONTINUED)
EXCLUDING CLOSED BLOCK
AS OF DECEMBER 31, 2000
(IN MILLIONS)

AMOUNT AT WHICH
SHOWN IN THE
CONSOLIDATED
TYPE OF INVESTMENT COST (2) VALUE BALANCE SHEET
------------------ -------- ----- ---------------

Equity securities, trading:
Common stocks:
Public utilities ...................... 7.1 8.6 8.6
Banks, trust and insurance companies .. 14.9 24.6 24.6
Industrial, miscellaneous and all
other ................................ 171.4 198.4 198.4
Non-redeemable preferred stock ........ 0.0 0.0 0.0
Total equity securities, trading ...... 193.4 231.6 231.6
-------- -------- --------

Mortgage loans on real estate,
net (1) .............................. 9,038.9 XXXX 8,968.9
Real estate, net:
Investment properties (1) ............. 386.8 XXXX 373.6
Acquired in satisfaction of debt (1) .. 175.7 XXXX 145.4
Policy loans .......................... 428.6 XXXX 428.6
Other long-term investments (2) ....... 1,353.0 XXXX 1,353.0
Short-term investments ................ 151.9 XXXX 151.9
-------- -------- --------
Total investments .................... 40,237.8 29,001.3 40,660.0
======== ======== ========

(1) Difference from Column B is primarily due to valuation allowances due to
impairments on mortgage loans on real estate and due to accumulated
depreciation and valuation allowances due to impairments on real estate.
See note 3 to the consolidated financial statements.
(2) Difference from Column B is primarily due to operating gains (losses) of
investments in limited partnerships.

104

JOHN HANCOCK LIFE INSURANCE COMPANY

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION

AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED
(IN MILLIONS)

FUTURE POLICY OTHER
DEFERRED BENEFITS, POLICY
POLICY LOSSES, CLAIMS CLAIMS AND
ACQUISITION AND LOSS UNEARNED BENEFITS PREMIUM
SEGMENT COSTS EXPENSES PREMIUMS(1) PAYABLE (1) REVENUE
------- ------------ --------------- ------------ ----------- -------

2000:
Protection ............. $1,466.8 $ 4,814.4 $262.6 $ 33.5 $430.6
Asset Gathering ........ 558.2 5,619.9 -- (4.5) 63.4
Guaranteed &
Structured ............
Financial Products ..... 8.5 21,944.2 60.4 0.7 620.3
Investment Management... -- -- -- -- --
Corporate & Other ...... 355.0 6,471.6 348.3 224.0 1,076.1
-------- --------- ------ ------ --------
Total ................. $2,388.5 $38,850.1 $671.3 $253.7 $2,190.4

1999:
Protection ............. $2,291.6 $15,035.0 $217.4 $112.1 $1,291.0
Asset Gathering ........ 521.5 5,166.8 -- 0.2 17.2
Guaranteed &
Structured ............
Financial Products ..... 8.4 20,310.4 56.1 0.5 298.2
Investment Management... -- -- -- -- --
Corporate & Other ...... 321.2 6,629.1 216.7 246.1 804.9
-------- --------- ------ ------ --------
Total ................. $3,142.7 $47,141.3 $490.2 $358.9 $2,411.3

1998:
Protection ............. $2,017.6 $14,093.6 $219.5 $ 85.5 $1,262.5
Asset Gathering ........ 425.2 4,850.0 -- 0.2 19.8
Guaranteed &
Structured ............
Financial Products ..... 8.7 19,366.4 48.4 0.3 121.4
Investment Management... -- -- -- -- --
Corporate & Other ...... 251.0 3,865.0 105.9 800.3 705.3
-------- --------- ------ ------ --------
Total ................. $2,702.5 $42,175.0 $373.8 $886.3 $2,109.0

105

JOHN HANCOCK LIFE INSURANCE COMPANY

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION --(CONTINUED)

AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED
(IN MILLIONS)

AMORTIZATION OF
BENEFITS, DEFERRED POLICY
CLAIMS, LOSSES, ACQUISITION COSTS,
NET AND EXCLUDING AMOUNTS OTHER
INVESTMENT SETTLEMENT RELATED TO REALIZED OPERATING
SEGMENT INCOME EXPENSES INVESTMENT GAINS EXPENSES
------- ---------- --------------- ------------------- ---------

2000:
Protection ............. $ 604.8 $ 633.5 $ 55.5 $ 395.8
Asset Gathering ........ 445.8 371.3 78.8 557.4
Guaranteed &
Structured ............
Financial Products ..... 1,741.9 1,963.5 2.6 77.5
Investment Management... 22.7 -- -- 132.7
Corporate & Other ...... 435.8 1,124.2 46.9 344.3
-------- -------- ------ --------
Total ................. $3,251.0 $4,092.5 $183.8 $1,507.7

1999:
Protection ............. $1,101.9 $1,595.0 $ 69.2 $ 401.2
Asset Gathering ........ 388.6 299.3 53.5 542.1
Guaranteed &
Structured
Financial Products ..... 1,681.3 1,959.9 3.1 88.1
Investment Management... 45.9 -- -- 127.2
Corporate & Other ...... 350.8 1,278.8 38.4 225.8
-------- -------- ------ --------
Total ................. $3,568.5 $5,133.0 $164.2 $1,384.4

1998:
Protection ............. $1,061.2 $1,424.4 $165.4 $ 418.3
Asset Gathering ........ 378.0 296.3 46.8 504.9
Guaranteed &
Structured
Financial Products ..... 1,576.3 1,411.5 3.7 92.6
Investment Management... 24.1 -- -- 117.8
Corporate & Other ...... 288.4 950.4 45.3 224.2
-------- -------- ------ --------
Total ................. $3,328.0 $4,082.6 $261.2 $1,357.8

(1) Unearned premiums and other policy claims and benefits payable are included
in Column C amounts.

(2) Allocations of net investment income and certain operating expenses are
based on a number of assumptions and estimates, and reporting operating
results would change by segment if different methods were applied.

106

JOHN HANCOCK LIFE INSURANCE COMPANY

SCHEDULE IV -- REINSURANCE

AS OF DECEMBER 31, 2000, 1999 AND 1998 AND FOR EACH OF THE YEARS THEN ENDED:
(IN MILLIONS)

PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER ASSUMED
AMOUNT COMPANIES COMPANIES NET AMOUNT TO NET
------ --------- ---------- ---------- ----------

2000
Life insurance in
force ................. $346,720.6 $91,827.1 $27,489.1 $282,382.6 9.7%
---------- --------- --------- ---------- =====
Premiums:
Life insurance ......... $ 1,818.8 $ 370.6 $ 23.9 $ 1,472.1 1.6%
Accident and health
insurance ............. 1,338.6 1,061.5 441.2 718.3 61.4%
P&C .................... -- -- -- -- 0.0%
---------- --------- --------- ---------- -----
Total ................ $ 3,157.4 $ 1,432.1 $ 465.1 $ 2,190.4 21.2%
========== ========= ========= ========== =====

1999
Life insurance in
force ................. $380,019.3 $83,232.3 $29,214.6 $326,001.6 9.0%
---------- --------- --------- ---------- =====
Premiums:
Life insurance ......... $ 2,292.8 $ 468.5 $ 139.4 $ 1,963.7 7.1%
Accident and health
insurance ............. 1,142.4 868.2 173.1 447.3 38.7%
P&C .................... -- -- -- 0.3 100.0%
---------- --------- --------- ---------- -----
Total ................ $ 3,435.2 $ 1,336.7 $ 312.8 $ 2,411.13 13.0%
========== ========= ========= ========== =====

1998
Life insurance in
force ................. $324,597.7 $88,662.6 $29,210.1 $265,145.2 11.0%
---------- --------- --------- ---------- =====
Premiums:
Life insurance ......... $ 1,871.9 $ 327.6 $ 221.0 $ 1,765.3 12.5%
Accident and health
insurance ............. 956.5 743.7 130.9 343.7 38.1%
P&C .................... 7.1 9.0 1.9 0.0%
---------- --------- --------- ---------- -----
Total ................ $ 2,835.5 $ 1,080.3 $ 353.8 $ 2,109.0 16.8%
========== ========= ========= ========== =====

Note: The life insurance caption represents principally premiums from
traditional life insurance and life-contingent immediate annuities and excludes
deposits on investment products and universal life insurance products.

107

UNAUDITED FINANCIAL STATEMENTS

FOR

JOHN HANCOCK VARIABLE LIFE ACCOUNT UV

THIRD QUARTER 2001

[TO BE ADDED BY PRE-EFFECTIVE AMENDMENT]

108

REPORT OF INDEPENDENT AUDITORS

To the Policyholders of,
John Hancock Variable Life Insurance Account UV
of John Hancock Mutual Life Insurance Company

We have audited the accompanying statement of assets and liabilities of John
Hancock Variable Life Insurance Account UV (the Account) (comprising,
respectively, the Large Cap Growth, Active Bond (formerly, Sovereign Bond),
International Equity Index, Small Cap Growth, Global Balanced, Mid Cap Growth,
Large Cap Value, Money Market, Mid Cap Value, Small/Mid Cap Growth, Real Estate
Equity, Growth & Income, Managed, Short-Term Bond, Small Cap Equity (formerly,
Small Cap Value), International Opportunities, Equity Index, Global Bond
(formerly, Strategic Bond), Turner Core Growth, Brandes International Equity,
Frontier Capital Appreciation, Emerging Markets Equity, Bond Index, Small/Mid
Cap CORE, High Yield Bond, Clifton Enhanced US Equity, Large Cap Aggressive
Growth, Fundamental Growth (formerly, Fundamental Mid Cap Growth), Aim V.I.
Value, Fidelity VIP Growth, Fidelity VIP II Contrafund, Janus Aspen Global
Technology, Janus Aspen Worldwide Growth, and MFS New Discovery Series
Subaccounts) as of December 31, 2000, and the related statements of operations
and changes in net assets for each of the periods indicated therein. These
financial statements are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
subaccounts constituting John Hancock Variable Life Insurance Account UV at
December 31, 2000, the results of their operations and changes in their net
assets for each of the periods indicated, in conformity with accounting
principles generally accepted in the United States.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts
February 13, 2001

109

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2000

INTERNATIONAL
LARGE CAP ACTIVE EQUITY SMALL CAP
GROWTH BOND INDEX GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ------------- ----------
ASSETS
Cash ................... -- -- -- --
Investments in shares of
portfolios of John
Hancock Variable
Series Trust I, at
value .................. $40,309,354 $87,068,487 $6,443,455 $6,381,819
Investments in shares of
portfolios of Outside
Trust, at value ........ -- -- -- --
Policy loans and accrued
interest receivable .... 2,988,024 10,894,073 440,884 8,939
Receivable from:
John Hancock Variable
Series Trust I ........ 78,996 43,980 3,951 --
Portfolio of Outside
Trusts ................ -- -- -- --
----------- ----------- ---------- ----------
Total assets ............ 43,376,374 98,006,540 6,888,290 6,390,758
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance Company. 76,877 40,173 3,625 8,618
Portfolio of Outside
Trusts ................ -- -- -- --
Asset charges payable ... 2,119 3,807 326 321
----------- ----------- ---------- ----------
Total liabilities ....... 78,996 43,980 3,951 8,939
----------- ----------- ---------- ----------
Net assets .............. $43,297,378 $97,962,560 $6,884,339 $6,381,819
=========== =========== ========== ==========

GLOBAL MID CAP LARGE CAP MONEY
BALANCED GROWTH VALUE MARKET
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- ----------
ASSETS
Cash ..................... -- -- -- $ (1,285)
Investments in shares of
portfolios of John
Hancock Variable
Series Trust I, at value. $173,721 $14,676,946 $14,990,188 23,979,125
Investments in shares of
portfolios of Outside
Trusts, at value ........ -- -- -- --
Policy loans and accrued
interest receivable ..... -- -- -- 2,237,889
Receivable from:
John Hancock Variable
Series Trust I ......... 171 29,614 13,493 413,212
Portfolio of Outside
Trust .................. -- -- -- --
-------- ----------- ----------- -----------
Total assets ............. 173,892 14,706,560 15,003,681 26,628,941
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance Company.. 162 28,877 12,748 411,972
Portfolio of Outside
Trusts ................. -- -- -- --
Asset charges payable .... 9 737 745 1,241
-------- ----------- ----------- -----------
Total liabilities ........ 171 29,614 13,493 413,213
-------- ----------- ----------- -----------
Net assets ............... $173,721 $14,676,946 $14,990,188 $26,215,728
======== =========== =========== ===========

See accompanying notes.

110

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2000

MID CAP SMALL/MID CAP REAL ESTATE GROWTH &
VALUE GROWTH EQUITY INCOME
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ------------- ----------- ----------
ASSETS
Cash ................... -- -- $ 3 --
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value ................. $8,399,009 $5,855,422 5,654,199 $233,488,134
Investments in shares
of portfolios of
Outside Trust, at
value ................. -- -- -- --
Policy loans and
accrued interest
receivable ............ -- -- 348,571 33,998,401
Receivable from:
John Hancock Variable
Series Trust I ....... 8,739 26,900 49,159
Portfolio of Outside
Trusts ............... 52,486 -- -- --
---------- ---------- ---------- ------------
Total assets ........... 8,451,495 5,864,161 6,029,673 267,535,694
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance
Company .............. 52,072 8,446 26,610 39,397
Portfolio of Outside
Trusts ............... -- -- -- --
Asset charges payable... 414 293 290 9,763
---------- ---------- ---------- ------------
Total liabilities ...... 52,486 8,739 26,900 49,160
---------- ---------- ---------- ------------
Net assets ............. $8,399,009 $5,855,422 $6,002,773 $267,486,534
========== ========== ========== ============

SHORT-TERM SMALL CAP INTERNATIONAL
MANAGED BOND EQUITY OPPORTUNITIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ---------- -------------
ASSETS
Cash ................... $ (685) -- -- --
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value ................. 98,868,851 $356,968 $4,141,822 $10,859,971
Investments in shares
of portfolios
of Outside Trust, at
value ................. -- -- -- --
Policy loans and
accrued interest
receivable ............ 13,608,061 -- -- --
Receivable from:
John Hancock Variable
Series Trust I ....... 17,989 192 1,324 13,244
Outside Trust ......... -- -- -- --
------------ -------- ---------- -----------
Total assets ........... 112,494,216 357,160 4,143,146 10,873,215
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance
Company .............. 12,682 174 1,117 12,716
Outside Trust ......... -- -- -- --
Asset charges payable .. 5,307 18 207 528
------------ -------- ---------- -----------
Total liabilities ...... 17,989 192 1,324 13,244
------------ -------- ---------- -----------
Net assets ............. $112,476,227 $356,968 $4,141,822 $10,859,971
============ ======== ========== ===========

See accompanying notes.

111

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2000

BRANDES
EQUITY GLOBAL TURNER CORE INTERNATIONAL
INDEX BOND GROWTH EQUITY
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------- ----------- -------------
ASSETS
Cash .................... -- -- -- --
Investments in shares of
portfolios of John
Hancock Variable
Series Trust I, at
value .................. $50,096,716 $1,139,861 -- --
Investments in shares of
portfolios of Outside
Trust, at value ........ -- -- $370,494 $1,169,206
Policy loans and
accrued interest
receivable ............. -- -- -- --
Receivable from:
John Hancock Variable
Series Trust I ........ 10,356 243 -- --
Portfolio of Outside
Trusts ................ -- -- 18 57
----------- ---------- -------- ----------
Total assets ............ 50,107,072 1,140,104 370,512 1,169,263
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance Company. 7,866 187 -- --
Portfolio of Outside
Trusts ................ -- -- -- --
Asset charges payable ... 2,490 56 18 57
----------- ---------- -------- ----------
Total liabilities ....... 10,356 243 18 57
----------- ---------- -------- ----------
Net assets .............. $50,096,716 $1,139,861 $370,494 $1,169,206
=========== ========== ======== ==========

FRONTIER
CAPITAL EMERGING SMALL/MID
APPRECIATION MARKETS EQUITY BOND INDEX CAP CORE
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
------------ -------------- ---------- ----------
ASSETS
Cash ................... -- -- -- --
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value ................. -- $741,352 $265,912 $559,551
Investments in shares
of portfolios of
Outside Trust, at
value ................. $516,716 -- -- --
Policy loans and
accrued interest
receivable ............ -- -- -- --
Receivable from:
John Hancock Variable
Series Trust I ....... -- 7,964 13 28
Portfolio of Outside
Trusts ............... 26 -- -- --
-------- -------- -------- --------
Total assets ........... 516,742 749,316 265,925 559,579
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance
Company .............. -- 7,928 -- --
Portfolio of Outside
Trusts ............... -- -- -- --
Asset charges payable .. 26 36 13 28
-------- -------- -------- --------
Total liabilities ...... 26 7,964 13 28
-------- -------- -------- --------
Net assets ............. $516,716 $741,352 $265,912 $559,551
======== ======== ======== ========

See accompanying notes.

112

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2000

HIGH LARGE CAP
YIELD CLIFTON ENHANCED AGGRESSIVE FUNDAMENTAL
BOND US EQUITY GROWTH GROWTH
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
---------- ---------------- ---------- -----------
ASSETS
Cash .................. -- -- -- --
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value ................ $1,379,867 $23,295 $1,934 $13,253
Investments in shares
of portfolios of
Outside Trust, at
value ................ -- -- -- --
Policy loans and
accrued interest
receivable ........... -- -- -- --
Receivable from: -- --
John Hancock Variable
Series Trust I ...... 68 1 -- 1
Portfolio of Outside
Trusts .............. -- -- -- --
---------- ------- ------ -------
Total assets .......... 1,379,935 23,296 1,934 13,254
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance
Company ............. -- -- -- 1
Portfolio of Outside
Trusts .............. -- -- -- --
Asset charges payable.. 68 1 -- --
---------- ------- ------ -------
Total liabilities ..... 68 1 -- 1
---------- ------- ------ -------
Net assets ............ $1,379,867 $23,295 $1,934 $13,253
========== ======= ====== =======

JANUS ASPEN
FIDELITY VIP FIDELITY VIP II GLOBAL
AIM V.I. VALUE GROWTH CONTRAFUND TECHNOLOGY
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
-------------- ------------ --------------- -----------

ASSETS
Cash .................. -- -- -- --
Investments in shares
of portfolios of John
Hancock Variable
Series Trust I, at
value ................ -- -- -- --
Investments in shares
of portfolios of
Outside Trust, at
value ................ $5,292 $4,228 $6,507 $3,755
Policy loans and
accrued interest
receivable ........... -- -- -- --
Receivable from: -- --
John Hancock Variable
Series Trust I ...... -- -- -- --
Portfolio of Outside
Trusts .............. -- -- -- --
------ ------ ------ ------
Total assets .......... 5,292 4,228 6,507 3,755
LIABILITIES
Payable to:
John Hancock Variable
Life Insurance
Company ............. -- -- -- --
Portfolio of Outside
Trusts .............. -- -- -- --
Asset charges payable.. -- -- -- --
------ ------ ------ ------
Total liabilities ..... -- -- -- --
------ ------ ------ ------
Net assets ............ $5,292 $4,228 $6,507 $3,755
====== ====== ====== ======

See accompanying notes.

113

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)

DECEMBER 31, 2000

JANUS ASPEN MFS NEW
WORLDWIDE DISCOVERY
GROWTH SERIES
SUBACCOUNT SUBACCOUNT
----------- ----------
ASSETS
Cash ................................................ -- --
Investments in shares of portfolios of John Hancock
Variable Series Trust I, at value .................. -- --
Investments in shares of portfolios of Outside
Trust, at value .................................... $4,664 $18,807
Policy loans and accrued interest receivable ........ -- --
Receivable from:
John Hancock Variable Series Trust I ............... -- --
Portfolio of Outside Trusts ........................ -- 1
------ -------
Total assets ........................................ 4,664 18,808
LIABILITIES
Payable to:
John Hancock Variable Life Insurance Company ....... -- --
Portfolio of Outside Trusts ........................ -- --
Asset charges payable ............................... -- 1
------ -------
Total liabilities ................................... -- 1
------ -------
Net assets .......................................... $4,664 $18,807
====== =======

See accompanying notes.

114

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS

YEARS AND PERIODS ENDED DECEMBER 31,

LARGE CAP GROWTH SUBACCOUNT ACTIVE BOND SUBACCOUNT
------------------------------------- -----------------------------------------
2000 1999 1998 2000 1999 1998
------------ ---------- ---------- ----------- ----------- -------------

Investment income:
Distributions received from:
John Hancock Variable Series Trust I . $ 6,351,461 $6,381,711 $2,836,032 $ 5,048,654 $ 5,184,234 $5,266,576
Outside Trusts ....................... -- -- -- -- -- --
Interest income on policy loans ...... 223,081 161,454 128,186 769,530 750,673 727,807
------------ ---------- ---------- ----------- ----------- ----------
Total investment income ............... 6,574,542 6,543,165 2,964,218 5,818,184 5,934,907 5,994,383
Expenses:
Mortality and expense risks .......... 286,716 213,770 143,859 485,231 452,925 415,570
------------ ---------- ---------- ----------- ----------- ----------
Net investment income ................. 6,287,826 6,329,395 2,820,359 5,332,953 5,481,982 5,578,813
Net realized and unrealized gain
(loss) on investments:
Net realized gains (losses) .......... 1,809,410 1,146,308 433,509 (1,058,175) (388,883) (142,628)
Net unrealized appreciation
(depreciation) during the period .... (17,039,660) 320,087 4,558,660 3,862,398 (5,439,148) (102,600)
------------ ---------- ---------- ----------- ----------- ----------
Net realized and unrealized gain
(loss) on investments ................ (15,230,250) 1,466,395 4,992,169 2,804,223 (5,828,031) (245,228)
------------ ---------- ---------- ----------- ----------- ----------
Net increase (decrease) in net assets
resulting from operations ............ $ (8,942,424) $7,795,790 $7,812,528 $ 8,137,176 $ (346,049) $5,333,585
============ ========== ========== =========== =========== ==========

INTERNATIONAL EQUITY INDEX SUBACCOUNT SMALL CAP GROWTH SUBACCOUNT
-------------------------------------- -------------------------------------
2000 1999 1998 2000 1999 1998
----------- ---------- -------- ----------- ---------- ----------

Investment income:
Distributions received from:
John Hancock Variable Series Trust I . $ 334,135 $ 212,869 $743,339 $ 621,346 $ 43,433 $ --
Outside Trusts ....................... -- -- -- -- -- --
Interest income on policy loans ...... 29,828 20,538 17,802 -- -- --
----------- ---------- -------- ----------- ---------- ---------
Total investment income ............... 363,963 233,407 761,141 621,346 543,433 --
Expenses:
Mortality and expense risks .......... 41,808 32,838 26,542 39,379 15,809 8,233
----------- ---------- -------- ----------- ---------- ---------
Net investment income (loss) .......... 322,155 200,569 734,599 581,967 527,624 (8,233)
Net realized and unrealized gain
(loss) on investments:
Net realized gains ................... 76,586 62,140 52,891 159,388 48,210 21,741
Net unrealized appreciation
(depreciation) during the period .... (1,706,468) 1,295,768 13,239 (2,654,137) 1,125,829 204,674
----------- ---------- -------- ----------- ---------- ---------
Net realized and unrealized gain
(loss) on investments ................ (1,629,882) 1,357,908 66,130 (2,494,749) 1,174,039 226,415
----------- ---------- -------- ----------- ---------- ---------
Net increase (decrease) in net assets
resulting from operations ............ $(1,307,727) $1,558,477 $800,729 $(1,912,782) $1,701,663 $ 218,182
=========== ========== ======== =========== ========== =========

See accompanying notes.

115

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

GLOBAL BALANCED SUBACCOUNT MID CAP GROWTH SUBACCOUNT
---------------------------- ------------------------------------
2000 1999 1998 2000 1999 1998
--------- -------- ------- ------------- ---------- ---------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 8,232 $17,211 $12,240 $ 2,284,720 $1,373,009 $130,303
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- -- -- -- -- --
-------- ------- ------- ------------ ---------- --------
Total investment
income ..................... 8,232 17,211 12,240 2,284,720 1,373,009 130,303
Expenses:
Mortality and expense
risks ..................... 1,034 1,267 826 101,903 34,834 5,242
-------- ------- ------- ------------ ---------- --------
Net investment income ....... 7,198 15,944 11,414 2,182,817 1,338,175 125,061
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains
(losses) .................. (3,641) 1,061 1,050 1,892,763 420,826 26,192
Net unrealized
appreciation
(depreciation)
during the period ......... (21,945) (8,559) 12,294 (11,690,290) 4,283,452 193,946
-------- ------- ------- ------------ ---------- --------
Net realized and
unrealized gain
(loss) on investments ...... (25,586) (7,498) 13,344 (9,797,527) 4,704,278 220,138
-------- ------- ------- ------------ ---------- --------
Net increase
(decrease) in net
assets
resulting from
operations ................. $(18,388) $ 8,446 $24,758 $ (7,614,710) $6,042,453 $345,199
======== ======= ======= ============ ========== ========

LARGE CAP VALUE SUBACCOUNT MONEY MARKET SUBACCOUNT
--------------------------------- -----------------------------------
2000 1999 1998 2000 1999 1998
----------- ---------- -------- ---------- ---------- -----------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 759,319 $ 511,132 $185,232 $1,260,525 $1,134,371 $2,249,510
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- -- -- 162,299 155,491 154,162
---------- --------- -------- ---------- ---------- ----------
Total investment
income ..................... 759,319 511,132 185,232 1,422,824 1,289,862 2,403,672
Expenses:
Mortality and expense
risks ..................... 65,992 36,983 15,356 132,261 146,758 263,735
---------- --------- -------- ---------- ---------- ----------
Net investment income ....... 693,327 474,149 169,876 1,290,563 1,143,104 2,139,937
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains
(losses) .................. (47,306) 123,242 68,953 -- -- --
Net unrealized
appreciation
(depreciation)
during the period ......... 854,807 (499,454) 64,132 -- -- --
---------- --------- -------- ---------- ---------- ----------
Net realized and
unrealized gain
(loss) on investments ...... 807,501 (376,212) 133,085 -- -- --
---------- --------- -------- ---------- ---------- ----------
Net increase in net
assets
resulting from
operations ................. $1,500,828 $ 97,937 $302,961 $1,290,563 $1,143,104 $2,139,937
========== ========= ======== ========== ========== ==========

See accompanying notes.

116

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

MID CAP VALUE SUBACCOUNT SMALL/MID CAP GROWTH SUBACCOUNT
---------------------------------- --------------------------------
2000 1999 1998 2000 1999 1998
----------- ---------- --------- ---------- ---------- --------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 861,684 $ 30,563 $ 53,920 $ 603,438 $ 840,786 $ 93,281
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- -- -- -- -- --
---------- --------- --------- --------- --------- --------
Total investment
income ..................... 861,684 30,563 53,920 603,438 840,786 93,281
Expenses:
Mortality and expense
risks ..................... 36,705 28,106 34,857 32,879 30,491 26,942
---------- --------- --------- --------- --------- --------
Net investment income ....... 824,979 2,457 19,063 570,559 810,295 66,339
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains
(losses) .................. (47,013) (547,518) 74,634 (136,669) 16,952 33,249
Net unrealized
appreciation
(depreciation)
during the period ......... 853,987 657,486 (944,401) (2,663) (590,295) 126,465
---------- --------- --------- --------- --------- --------
Net realized and
unrealized gain
(loss) on investments ...... 806,974 109,968 (869,767) (139,332) (573,343) 159,714
---------- --------- --------- --------- --------- --------
Net increase
(decrease) in net
assets
resulting from
operations ................. $1,631,953 $ 112,425 $(850,704) $ 431,227 $ 236,952 $226,053
========== ========= ========= ========= ========= ========

REAL ESTATE EQUITY SUBACCOUNT GROWTH & INCOME SUBACCOUNT
------------------------------------ ---------------------------------------
2000 1999 1998 2000 1999 1998
----------- ---------- ------------ ------------- ----------- -------------

Investment income:
Distributions received from:
John Hancock Variable Series Trust I ....... $ 471,363 $ 262,930 $ 343,976 $ 43,732,520 $35,057,066 $26,306,209
Outside Trusts ............................. -- -- -- -- -- --
Interest income on policy loans ............ 21,486 17,361 17,260 2,428,588 2,279,107 1,996,131
---------- --------- ----------- ------------ ----------- -----------
Total investment income ..................... 492,849 280,291 361,236 46,161,108 37,336,173 28,302,340
Expenses:
Mortality and expense risks ................ 27,585 24,900 33,890 1,733,223 1,779,482 1,466,469
---------- --------- ----------- ------------ ----------- -----------
Net investment income ....................... 465,264 255,391 327,346 44,427,885 35,556,691 26,835,871
Net realized and unrealized gain
(loss) on investments:
Net realized gains (losses) ................ (159,205) (168,994) 158,205 18,300,286 5,502,422 3,223,935
Net unrealized appreciation
(depreciation) during the period .......... 919,904 (220,380) (1,546,717) (96,829,044) 2,405,417 32,918,552
---------- --------- ----------- ------------ ----------- -----------
Net realized and unrealized gain
(loss) on investments ...................... 760,699 (389,374) (1,388,512) (78,528,758) 7,907,839 36,142,487
---------- --------- ----------- ------------ ----------- -----------
Net increase (decrease) in net assets
resulting from operations .................. $1,225,963 $(133,983) $(1,061,166) $(34,100,873) $43,464,530 $62,978,358
========== ========= =========== ============ =========== ===========

See accompanying notes.

117

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

MANAGED SUBACCOUNT SHORT-TERM BOND SUBACCOUNT
---------------------------------------- ----------------------------
2000 1999 1998 2000 1999 1998
------------- ------------ ----------- -------- --------- ----------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 11,757,304 $ 9,998,433 $ 9,347,788 $17,131 $ 15,539 $27,350
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- 953,686 854,487 -- -- --
------------ ----------- ----------- ------- -------- -------
Total investment income ..... 11,757,304 10,952,119 10,202,275 17,131 15,539 27,350
Expenses:
Mortality and expense
risks ..................... 664,664 649,802 577,276 1,637 1,497 2,680
------------ ----------- ----------- ------- -------- -------
Net investment income ....... 11,092,640 10,302,317 9,624,999 15,494 14,042 24,670
Net realized and
unrealized gain
(loss) on investments:
Net realized gains
(losses) .................. 1,551,519 996,546 791,245 (2,287) (8,638) 265
Net unrealized appreciation
(depreciation) during
the period ................ (12,278,637) (2,108,530) 6,629,458 6,756 (2,442) (4,247)
------------ ----------- ----------- ------- -------- -------
Net realized and
unrealized gain
(loss) on investments ...... (10,727,118) (1,111,984) 7,420,703 4,469 (11,080) (3,982)
------------ ----------- ----------- ------- -------- -------
Net increase in net
assets resulting from
operations ................. $ 365,522 $ 9,190,333 $17,045,702 $19,963 $ 2,962 $20,688
============ =========== =========== ======= ======== =======

SMALL CAP EQUITY SUBACCOUNT INTERNATIONAL OPPORTUNITIES SUBACCOUNT
--------------------------------- ---------------------------------------
2000 1999 1998 2000 1999 1998
---------- ---------- ---------- -------------- ---------- ---------------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 321,253 $ 79,585 $ 12,675 $ 617,754 $241,151 $ 33,443
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- -- -- -- -- --
--------- --------- --------- ----------- -------- --------
Total investment income ..... 321,253 79,585 12,675 617,754 241,151 33,443
Expenses:
Mortality and expense
risks ..................... 23,745 17,680 11,853 53,038 17,937 21,581
--------- --------- --------- ----------- -------- --------
Net investment income ....... 297,508 61,905 822 564,716 223,214 11,862
Net realized and
unrealized gain (loss) on
investments:
Net realized gains
(losses) .................. (110,857) (33,134) 29,257 348,813 155,412 33,474
Net unrealized appreciation
(depreciation)
during the period ......... (668,463) (148,401) (105,331) (2,497,504) 387,412 272,314
--------- --------- --------- ----------- -------- --------
Net realized and
unrealized gain
(loss) on investments ...... (779,320) (181,535) (76,074) (2,148,691) 542,824 305,788
--------- --------- --------- ----------- -------- --------
Net increase
(decrease) in net
assets resulting from
operations ................. $(481,812) $(119,630) $ (75,252) $(1,583,975) $766,038 $317,650
========= ========= ========= =========== ======== ========

See accompanying notes.

118

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

EQUITY INDEX SUBACCOUNT GLOBAL BOND SUBACCOUNT
------------------------------------ -------------------------------
2000 1999 1998 2000 1999 1998
------------ ---------- ---------- --------- --------- ---------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 2,327,055 $ 593,325 $ 185,267 $ 63,032 $ 37,862 $19,628
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- -- -- -- -- --
----------- ---------- ---------- -------- -------- -------
Total investment
income ..................... 2,327,055 593,325 185,267 63,032 37,862 19,628
Expenses:
Mortality and expense
risks ..................... 185,175 63,950 27,141 5,624 4,084 1,979
----------- ---------- ---------- -------- -------- -------
Net investment income ....... 2,141,880 529,375 158,126 57,408 33,778 17,649
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains
(losses) .................. 485,643 271,978 443,879 (14,302) (151) 3,991
Net unrealized
appreciation
(depreciation)
during the period ......... (8,035,375) 1,282,937 585,673 63,359 (52,953) 4,308
----------- ---------- ---------- -------- -------- -------
Net realized and
unrealized gain
(loss) on investments ...... (7,549,732) 1,554,915 1,029,552 49,057 (53,104) 8,299
----------- ---------- ---------- -------- -------- -------
Net increase
(decrease) in net
assets
resulting from
operations ................. $(5,407,852) $2,084,290 $1,187,678 $106,465 $(19,326) $25,948
=========== ========== ========== ======== ======== =======

TURNER CORE GROWTH SUBACCOUNT BRANDES INTERNATIONAL EQUITY SUBACCOUNT
------------------------------ -------------------------------------------
2000 1999 1998 2000 1999 1998
----------- -------- -------- ------------ ----------- ----------------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ -- -- -- -- -- --
Outside Trusts ............. $ 52,832 $19,328 $ 2,231 $ 92,935 $ 16,354 $14,444
Interest income on
policy loans .............. -- -- -- -- -- --
--------- ------- ------- -------- -------- -------
Total investment
income ..................... 52,832 19,328 2,231 92,935 16,354 14,444
Expenses:
Mortality and expense
risks ..................... 2,215 1,139 565 4,973 2,166 1,158
--------- ------- ------- -------- -------- -------
Net investment income ....... 50,617 18,189 1,666 87,962 14,188 13,286
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains ......... 20,969 26,736 2,780 13,902 11,526 600
Net unrealized
appreciation
(depreciation)
during the period ......... (120,040) 23,628 22,686 (35,201) 122,734 8,581
--------- ------- ------- -------- -------- -------
Net realized and
unrealized gain
(loss) on investments ...... (99,071) 50,364 25,466 (21,299) 134,260 9,181
--------- ------- ------- -------- -------- -------
Net increase
(decrease) in net
assets
resulting from
operations ................. $ (48,454) $68,553 $27,132 $ 66,663 $148,448 $22,467
========= ======= ======= ======== ======== =======

See accompanying notes.

119

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

FRONTIER CAPITAL APPRECIATION SUBACCOUNT EMERGINNG MARKETS EQUITY SUBACCOUNT
----------------------------------------- ------------------------------------
2000 1999 1998 2000 1999 1998*
-------------- ------------- ------------ ------------- ----------- --------

Investment income:
Distributions received from:
John Hancock Variable Series Trust I ....... -- -- -- $ 63,791 $ 15,636 $ 1
Outside Trusts ............................. $ 133,836 $ 13,028 $12,832 -- -- --
Interest income on policy loans ............ -- -- -- -- -- --
--------- -------- ------- --------- -------- ----
Total investment income ..................... 133,836 13,028 12,832 63,791 15,636 1
Expenses:
Mortality and expense risks ................ 3,700 4,257 13,446 5,200 466 --
--------- -------- ------- --------- -------- ----
Net investment income (loss) ................ 130,136 8,771 (614) 58,591 15,170 1
Net realized and unrealized gain
(loss) on investments:
Net realized gains (losses) ................ 68,311 (59,550) 23,061 19,902 1,838 (1)
Net unrealized appreciation
(depreciation) during the period .......... (175,994) 89,369 (840) (571,486) 92,713 (48)
--------- -------- ------- --------- -------- ----
Net realized and unrealized gain
(loss) on investments ...................... (107,683) 29,819 22,221 (551,584) 94,551 (49)
--------- -------- ------- --------- -------- ----
Net increase (decrease) in net assets
resulting from operations .................. $ 22,453 $ 38,590 $21,607 $(492,993) $109,721 $(48)
========= ======== ======= ========= ======== ====

BOND INDEX SUBACCOUNT SMALL/MID CAP CORE SUBACCOUNT
-------------------------------- ------------------------------
2000 1999 1998* 2000 1999 1998*
-------- -------- ------------ ---------- -------- --------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I ............ $ 7,273 $ 2,971 $ 296 $ 22,843 $ 6,699 $ --
Outside Trusts ............. -- -- -- -- -- --
Interest income on
policy loans .............. -- -- -- -- -- --
------- ------- ----- -------- ------- -------
Total investment
income ..................... 7,273 2,971 296 22,843 6,699 --
Expenses:
Mortality and expense
risks ..................... 561 270 11 1,051 335 48
------- ------- ----- -------- ------- -------
Net investment income
(loss) ..................... 6,712 2,701 285 21,792 6,364 (48)
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains
(losses) .................. (607) (1,613) (26) 1,505 1,093 (1,957)
Net unrealized
appreciation
(depreciation)
during the period ......... 6,100 (1,753) (147) (13,928) 4,719 1,888
------- ------- ----- -------- ------- -------
Net realized and
unrealized gain
(loss) on investments ...... 5,493 (3,366) (173) (12,423) 5,812 (69)
------- ------- ----- -------- ------- -------
Net increase
(decrease) in net
assets
resulting from
operations ................. $12,205 $ (665) $ 112 $ 9,369 $12,176 $ (117)
======= ======= ===== ======== ======= =======

-------------------------

* From May 1, 1998 (commencement of operations).

See accompanying notes.

120

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

LARGE CAP
AGGRESSIVE
CLIFTON ENHANCED US GROWTH
HIGH YIELD BOND SUBACCOUNT EQUITY SUBACCOUNT SUBACCOUNT
--------------------------- --------------------- -------------
2000 1999 1998* 2000 1999** 2000***
---------- -------- ------ ----------- --------- -------------

Investment income:
Distributions received from:
John Hancock Variable
Series Trust I .......... $ 84,101 $ 3,011 $ 50 -- -- $ 36
Outside Trusts ........... -- -- -- $ 3,328 $1,435 --
Interest income on
policy loans ............ -- -- -- -- -- --
--------- ------- ----- ------- ------ -----
Total investment
income ................... 84,101 3,011 50 3,328 1,435 36
Expenses:
Mortality and expense
risks ................... 5,409 220 2 138 61 6
--------- ------- ----- ------- ------ -----
Net investment income ..... 78,692 2,791 48 3,190 1,374 30
Net realized and
unrealized gain
(loss) on
investments:
Net realized gains
(losses) ................ (12,114) (396) (108) 302 11 (8)
Net unrealized
appreciation
(depreciation)
during the period ....... (188,735) (1,172) (19) (5,562) 1,285 (616)
--------- ------- ----- ------- ------ -----
Net realized and
unrealized gain
(loss) on investments .... (200,849) (1,568) (127) (5,260) 1,296 (624)
--------- ------- ----- ------- ------ -----
Net increase
(decrease) in net
assets
resulting from
operations ............... $(122,157) $ 1,223 $ (79) $(2,070) $2,670 $(594)
========= ======= ===== ======= ====== =====

FUNDAMENTAL AIM V.I. FIDELITY VIP FIDELITY VIP II
GROWTH VALUE GROWTH CONTRAFUND
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ----------- ------------ -----------------
2000*** 2000*** 2000*** 2000***
----------- ----------- ------------ -----------------

Investment income:
Distributions received
from:
John Hancock Variable
Series Trust I .......... $ 1,361 $ 241 -- --
Outside Trusts ........... -- -- -- --
Interest income on
policy loans ............ -- -- -- --
------- ------- ----- -----
Total investment
income ................... 1,361 241 -- --
Expenses:
Mortality and expense
risks ................... 10 11 $ 6 $ 12
------- ------- ----- -----
Net investment income
(loss) ................... 1,351 230 (6) (12)
Net realized and
unrealized
(loss) on
investments:
Net realized (losses) .... (10) (11) (7) (4)
Net unrealized
(depreciation)
during the period ....... (1,226) (1,068) (525) (366)
------- ------- ----- -----
Net realized and
unrealized
(loss) on investments .... (1,236) (1,079) (532) (370)
------- ------- ----- -----
Net increase
(decrease) in net
assets
resulting from
operations ............... $ 115 $ (849) $(538) $(382)
======= ======= ===== =====

-------------------------
* From May 1, 1998 (commencement of operations).
** From May 1, 1999 (commencement of operations).
*** From April 24, 2000 (commencement of operations).

See accompanying notes.

121

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF OPERATIONS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

JANUS ASPEN JANUS ASPEN
GLOBAL WORLDWIDE MFS NEW
TECHNOLOGY GROWTH DISCOVERY SERIES
SUBACCOUNT SUBACCOUNT SUBACCOUNT
----------- ----------- ------------------
2000**** 2000**** 2000***
----------- ----------- ------------------

Investment income:
Distributions received from:
John Hancock Variable Series
Trust I ............................ -- -- --
Outside Trust ....................... $ 24 $ 1 --
Interest income on policy loans ..... -- -- --
------- ----- ----
Total investment income .............. 24 1 --
Expenses:
Mortality and expense risks ......... 8 8 $ 19
------- ----- ----
Net investment income (loss) ......... 16 (7) (19)
Net realized and unrealized gain
(loss) on investments:
Net realized (losses) ............... (99) (71) (7)
Net unrealized appreciation
(depreciation) during the
period ............................. (1,649) (717) 197
------- ----- ----
Net realized and unrealized gain
(loss) on investments ............... (1,748) (788) 190
------- ----- ----
Net increase (decrease) in net
assets resulting from operations .... $(1,732) $(795) $171
======= ===== ====

-------------------------
*** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.

122

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS

YEARS AND PERIODS ENDED DECEMBER 31,

LARGE CAP GROWTH SUBACCOUNT ACTIVE BOND SUBACCOUNT
---------------------------------------- -----------------------------------------
2000 1999 1998 2000 1999 1998
------------- ------------ ------------ -------------- ------------ --------------

Increase (decrease) in net assets from
operations:
Net investment income .................. $ 6,287,826 $ 6,329,395 $ 2,820,359 $ 5,332,953 $ 5,481,982 $ 5,578,813
Net realized gains (losses) ............ 1,809,410 1,146,308 433,509 (1,058,175) (388,883) (142,628)
Net unrealized appreciation
(depreciation) during the period ...... (17,039,660) 320,087 4,558,660 3,862,398 (5,439,148) (102,600)
------------ ----------- ----------- ------------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations .............. (8,942,424) 7,795,790 7,812,528 8,137,176 (346,049) 5,333,585
From policyholder transactions:
Net premiums from policyholders ........ 16,225,070 10,950,682 6,922,934 26,218,788 11,668,600 10,038,753
Net benefits to policyholders .......... (8,421,666) (5,776,293) (3,869,320) (17,903,281) (7,543,864) (7,974,328)
Net increase in policy loans ........... 407,961 -- -- 620,295 -- --
------------ ----------- ----------- ------------- ----------- -----------
Net increase in net assets resulting from
policyholder transactions .............. 8,211,365 5,174,389 3,053,614 8,935,802 4,124,736 2,064,425
------------ ----------- ----------- ------------- ----------- -----------
Net increase (decrease) in net assets ... (731,059) 12,970,179 10,866,142 17,072,978 3,778,687 7,398,010
Net assets at beginning of period ....... 44,028,437 31,058,258 20,192,116 80,889,582 77,110,895 69,712,885
------------ ----------- ----------- ------------- ----------- -----------
Net assets at end of period ............. $ 43,297,378 $44,028,437 $31,058,258 $ 97,962,560 $80,889,582 $77,110,895
============ =========== =========== ============= =========== ===========

INTERNATIONAL EQUITY INDEX SUBACCOUNT SMALL CAP GROWTH SUBACCOUNT
--------------------------------------- -------------------------------------
2000 1999 1998 2000 1999 1998
------------ ------------ ------------ ------------ ----------- -------------

Increase (decrease) in net assets from
operations:
Net investment income (loss) ................ $ 322,155 $ 200,569 $ 734,599 $ 581,967 $ 527,624 $ (8,233)
Net realized gains .......................... 76,586 62,140 52,891 159,388 48,210 21,741
Net unrealized appreciation (depreciation)
during the period .......................... (1,706,468) 1,295,768 13,239 (2,654,137) 1,125,829 204,674
----------- ----------- ----------- ----------- ---------- ----------
Net increase (decrease) in net assets
resulting from operations ................... (1,307,727) 1,558,477 800,729 (1,912,782) 1,701,663 218,182
From policyholder transactions:
Net premiums from policyholders ............. 2,208,528 1,634,643 1,489,281 4,738,730 1,398,160 891,480
Net benefits to policyholders ............... (1,307,479) (1,119,500) (1,357,312) (956,063) (390,180) (269,586)
Net increase in policy loans ................ 110,023 -- -- -- -- --
----------- ----------- ----------- ----------- ---------- ----------
Net increase in net assets resulting from
policyholder transactions ................... 1,011,072 515,143 141,969 3,782,667 1,007,980 621,894
----------- ----------- ----------- ----------- ---------- ----------
Net increase (decrease) in net assets ........ (296,655) 2,073,620 942,698 1,869,885 2,709,643 840,076
Net assets at beginning of period ............ 7,180,994 5,107,374 4,164,676 4,511,934 1,802,291 962,215
----------- ----------- ----------- ----------- ---------- ----------
Net assets at end of period .................. $ 6,884,339 $ 7,180,994 $ 5,107,374 $ 6,381,819 $4,511,934 $1,802,291
=========== =========== =========== =========== ========== ==========

See accompanying notes.

123

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

GLOBAL BALANCED SUBACCOUNT MID CAP GROWTH SUBACCOUNT
------------------------------- ----------------------------------------------------
2000 1999 1998 2000 1999 1998
--------- ---------- --------- ------------------ ----------------- ----------------

Increase (decrease) in net assets from
operations:
Net investment income.................. $ 7,198 $ 15,944 $ 11,414 $ 2,182,817 $ 1,338,175 $ 125,061
Net realized gains (losses) ........... (3,641) 1,061 1,050 1,892,763 420,826 26,192
Net unrealized appreciation
(depreciation) during the period ..... (21,945) (8,559) 12,294 (11,690,290) 4,283,452 193,946
-------- --------- -------- ----------------- ---------------- -------------
Net increase (decrease) in net assets
resulting from operations ............. (18,388) 8,446 24,758 (7,614,710) 6,042,453 345,199
From policyholder transactions:
Net premiums from policyholders ....... 75,380 115,573 150,466 13,112,643 7,041,199 772,359
Net benefits to policyholders. ........ (83,639) (133,983) (50,204) (4,430,561) (947,660) (211,806)
Net increase (decrease) in policy
loans ................................. -- -- -- -- -- --
-------- --------- -------- ----------------- ---------------- -------------
Net increase (decrease) in net assets...
resulting from policyholder
transactions .......................... (8,259) (18,410) 100,262 8,682,082 6,093,539 560,553
-------- --------- -------- ----------------- ---------------- -------------
Net increase (decrease) in net assets... (26,647) (9,964) 125,020 1,067,372 12,135,992 905,752
Net assets at beginning of period ...... 200,368 210,332 85,312 13,609,574 1,473,582 567,830
-------- --------- -------- ----------------- ---------------- -------------
Net assets at end of period ............ $173,721 $ 200,368 $210,332 $ 14,676,946 $ 13,609,574 $ 1,473,582
======== ========= ======== ================= ================ =============

LARGE CAP VALUE SUBACCOUNT MONEY MARKET SUBACCOUNT
-------------------------------------- ------------------------------------------
2000 1999 1998 2000 1999 1998
------------ ------------ ----------- ------------- ------------- ---------------

Increase (decrease) in net assets
from operations:
Net investment income ................. $ 693,327 $ 474,149 $ 169,876 $ 1,290,563 $ 1,143,104 $ 2,139,937
Net realized gains (losses) ........... (47,306) 123,242 68,953 -- -- --
Net unrealized appreciation
(depreciation) during the period ..... 854,807 (499,454) 64,132 -- -- --
----------- ----------- ---------- ------------ ------------ ------------
Net increase in net assets
resulting from operations ............. 1,500,828 97,937 302,961 1,290,563 1,143,104 2,139,937
From policyholder transactions:
Net premiums from policyholders ....... 7,024,748 5,449,922 2,321,440 26,609,851 16,733,655 55,692,824
Net benefits to policyholders ......... (1,798,175) (1,059,147) (528,449) (22,265,301) (46,642,184) (22,850,788)
Net increase (decrease) in policy
loans ................................ -- -- -- 77,509 -- (198,682)
----------- ----------- ---------- ------------ ------------ ------------
Net increase (decrease) in net assets...
resulting from policyholder
transactions .......................... 5,226,573 4,390,775 1,792,991 4,422,059 (29,908,529) 32,643,354
----------- ----------- ---------- ------------ ------------ ------------
Net increase (decrease) in net assets 6,727,401 4,488,712 2,095,932 5,712,622 (28,765,425) 34,783,291
Net assets at beginning of period ...... 8,268,787 3,774,075 1,678,123 20,503,106 49,268,531 14,485,240
----------- ----------- ---------- ------------ ------------ ------------
Net assets at end of period ............ $14,990,188 $ 8,262,787 $3,774,075 $ 26,215,728 $ 20,503,106 $ 49,268,531
=========== =========== ========== ============ ============ ============

See accompanying notes.

124

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

MID CAP VALUE SUBACCOUNT SMALL/ MID CAP GROWTH SUBACCOUNT
------------------------------------- ---------------------------------------
2000 1999 1998 2000 1999 1998
----------- ------------ ----------- ------------ ------------ --------------

Increase (decrease) in net assets
from operations:
Net investment income .................... $ 824,979 $ 2,457 $ 19,063 $ 570,559 $ 810,295 $ 66,339
Net realized gains (losses) .............. (47,013) (547,518) 74,634 (136,669) 16,952 33,249
Net unrealized appreciation
(depreciation) during the period ........ 853,987 657,486 (944,401) (2,663) (590,295) 126,465
---------- ----------- ---------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from operations ................ 1,631,953 112,425 (850,704) 431,227 236,952 226,053
From policyholder transactions:
Net premiums from policyholders .......... 2,895,543 2,086,192 5,639,732 1,474,342 1,533,102 1,812,713
Net benefits to policyholders ............ (830,119) (3,546,814) (775,357) (1,536,191) (1,200,248) (1,214,489)
Net increase (decrease) in policy loans .. -- -- -- -- -- --
---------- ----------- ---------- ----------- ----------- -----------
Net increase (decrease) in net assets
resulting from policyholder transactions.. 2,065,424 (1,460,622) 4,864,375 (61,849) 332,854 598,224
---------- ----------- ---------- ----------- ----------- -----------
Net increase (decrease) in net assets ..... 3,697,377 (1,348,197) 4,013,671 369,378 569,806 824,277
Net assets at beginning of period ......... 4,701,632 6,049,829 2,036,158 5,486,044 4,916,238 4,091,961
---------- ----------- ---------- ----------- ----------- -----------
Net assets at end of period ............... $8,399,009 $ 4,701,632 $6,049,829 $ 5,855,422 $ 5,486,044 $ 4,916,238
========== =========== ========== =========== =========== ===========

REAL ESTATE EQUITY SUBACCOUNT GROWTH & INCOME SUBACCOUNT
--------------------------------------- ------------------------------------------
2000 1999 1998 2000 1999 1998
------------ ------------ ------------ ------------- ------------- ---------------

Increase (decrease) in net assets
from operations:
Net investment income .................... $ 465,264 $ 255,391 $ 327,346 $ 44,427,885 $ 35,556,691 $ 26,835,871
Net realized gains (losses) .............. (159,205) (168,994) 158,205 18,300,286 5,502,422 3,223,935
Net unrealized appreciation
(depreciation) during the period ........ 919,904 (220,380) (1,546,717) (96,829,044) 2,405,417 32,918,552
----------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease) in net assets
resulting from operations ................ 1,225,963 (133,983) (1,061,166) (34,100,873) 43,464,530 62,978,358
From policyholder transactions:
Net premiums from policyholders .......... 1,762,038 968,627 3,382,263 31,462,247 34,593,082 35,108,834
Net benefits to policyholders ............ (1,130,179) (2,335,552) (1,663,696) (71,685,409) (34,650,911) (29,649,984)
Net increase (decrease) in policy loans... 114,851 -- (1,103) 1,310,472 -- 3,672,137
----------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease) in net assets
resulting from policyholder transactions.. 746,710 (1,366,925) 1,717,464 (38,912,690) (57,829) 9,130,987
----------- ----------- ----------- ------------ ------------ ------------
Net increase (decrease) in net assets ..... 1,972,673 (1,500,908) 656,298 (73,013,563) 43,406,701 72,109,345
Net assets at beginning of period ......... 4,030,100 5,531,008 4,874,710 340,500,097 297,093,396 224,984,051
----------- ----------- ----------- ------------ ------------ ------------
Net assets at end of period ............... $ 6,002,773 $ 4,030,100 $ 5,531,008 $267,486,534 $340,500,097 $297,093,396
=========== =========== =========== ============ ============ ============

See accompanying notes.

125

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

MANAGED SUBACCOUNT SHORT-TERM BOND SUBACCOUNT
------------------------------------------ -------------------------------
2000 1999 1998 2000 1999 1998
------------- ------------- ------------- --------- ---------- -----------

Increase (decrease) in
net assets
from operations:
Net investment income .... $ 11,092,640 $ 10,302,317 $ 9,624,999 $ 15,494 $ 14,042 $ 24,670
Net realized gains
(losses) ................ 1,551,519 996,546 791,245 (2,287) (8,638) 265
Net unrealized
appreciation
(depreciation)
during the period ....... (12,278,637) (2,108,530) 6,629,458 6,756 (2,442) (4,247)
------------ ------------ ------------ -------- --------- --------
Net increase in net
assets
resulting from
operations ............... 365,522 9,190,333 17,045,702 19,963 2,962 20,688
From policyholder
transactions:
Net premiums from
policyholders ........... 12,192,565 13,430,282 13,116,210 167,135 109,732 420,697
Net benefits to
policyholders ........... (19,842,234) (14,305,859) (14,539,301) (69,043) (370,270) (71,999)
Net increase in
policy loans ............ 630,955 -- 1,134,137 -- -- --
------------ ------------ ------------ -------- --------- --------
Net increase
(decrease) in net
assets resulting from
policyholder
transactions ............. (7,018,714) (875,577) (288,954) 98,092 (260,538) 348,698
------------ ------------ ------------ -------- --------- --------
Net increase
(decrease) in net
assets ................... (6,653,192) 8,314,756 16,756,748 118,055 (257,576) 369,386
Net assets at
beginning of period ...... 119,129,419 110,814,663 94,057,915 238,913 496,489 127,103
------------ ------------ ------------ -------- --------- --------
Net assets at end of
period ................... $112,476,227 $119,129,419 $110,814,663 $356,968 $ 238,913 $496,489
============ ============ ============ ======== ========= ========

SMALL CAP EQUITY SUBACCOUNT INTERNATIONAL OPPORTUNITIES SUBACCOUNT
------------------------------------ ---------------------------------------
2000 1999 1998 2000 1999 1998
----------- ----------- ----------- ------------ ------------ -------------

Increase (decrease) in net assets
from operations:
Net investment income ....................... $ 297,508 $ 61,905 $ 822 $ 564,716 $ 223,214 $ 11,862
Net realized gains (losses) ................. (110,857) (33,134) 29,257 348,813 155,412 33,474
Net unrealized appreciation (depreciation)
during the period .......................... (668,463) (148,401) (105,331) (2,497,504) 387,412 272,314
---------- ---------- ---------- ----------- ----------- ----------
Net increase (decrease) in net assets
resulting from operations ................... (481,812) (119,630) (75,252) (1,583,975) 766,038 317,650
From policyholder transactions:
Net premiums from policyholders ............. 1,608,648 1,483,922 1,644,666 9,284,275 2,354,681 3,814,201
Net benefits to policyholders ............... (452,404) (447,402) (270,585) (469,272) (3,673,500) (339,134)
Net increase (decrease) in policy loans ..... -- -- -- -- -- --
---------- ---------- ---------- ----------- ----------- ----------
Net increase (decrease) in net assets
resulting from policyholder transactions .... 1,156,242 1,036,520 1,374,081 8,815,003 (1,318,819) 3,475,067
---------- ---------- ---------- ----------- ----------- ----------
Net increase (decrease) in net assets ........ 674,430 916,890 1,298,829 7,231,028 (552,781) 3,792,717
Net assets at beginning of period ............ 3,467,392 2,550,502 1,251,673 3,628,943 4,181,724 389,007
---------- ---------- ---------- ----------- ----------- ----------
Net assets at end of period .................. $4,141,822 $3,467,392 $2,550,502 $10,859,971 $ 3,628,943 $4,181,724
========== ========== ========== =========== =========== ==========

See accompanying notes.

126

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

EQUITY INDEX SUBACCOUNT GLOBAL BOND SUBACCOUNT
-------------------------------------- ---------------------------------
2000 1999 1998 2000 1999 1998
------------ ------------ ----------- ----------- ---------- -----------

Increase (decrease) in
net assets from operations:
Net investment income .... $ 2,141,880 $ 529,375 $ 158,126 $ 57,408 $ 33,778 $ 17,649
Net realized gains
(losses) ................ 485,643 271,978 443,879 (14,302) (151) 3,991
Net unrealized
appreciation
(depreciation)
during the period ....... (8,035,375) 1,282,937 585,673 63,359 (52,953) 4,308
----------- ----------- ---------- ---------- --------- --------
Net increase
(decrease) in net
assets resulting from
operations ............... (5,407,852) 2,084,290 1,187,678 106,465 (19,326) 25,948
From policyholder
transactions:
Net premiums from
policyholders ........... 43,728,519 6,697,385 4,822,053 396,099 696,619 381,024
Net benefits to
policyholders ........... (2,630,030) (1,623,429) (885,493) (192,421) (317,999) (83,865)
Net increase
(decrease) in policy
loans ................... -- -- -- -- -- --
----------- ----------- ---------- ---------- --------- --------
Net increase in net
assets resulting from
policyholder
transactions ............. 41,098,489 5,073,956 3,936,560 203,678 378,620 297,159
----------- ----------- ---------- ---------- --------- --------
Net increase in net
assets ................... 35,690,637 7,158,246 5,124,238 310,143 359,294 323,107
Net assets at
beginning of period ...... 14,406,079 7,247,833 2,123,595 829,718 470,424 147,317
----------- ----------- ---------- ---------- --------- --------
Net assets at end of
period ................... $50,096,716 $14,406,079 $7,247,833 $1,139,861 $ 829,718 $470,424
=========== =========== ========== ========== ========= ========

BRANDES INTERNATIONAL EQUITY
TURNER CORE GROWTH SUBACCOUNT SUBACCOUNT
------------------------------- --------------------------------
2000 1999 1998 2000 1999 1998
---------- --------- --------- ----------- --------- -----------

Increase (decrease) in
net assets
from operations:
Net investment income .... $ 50,617 $ 18,189 $ 1,666 $ 87,962 $ 14,188 $ 13,286
Net realized gains ....... 20,969 26,736 2,780 13,902 11,526 600
Net unrealized
appreciation
(depreciation)
during the period ....... (120,040) 23,628 22,686 (35,201) 122,734 8,581
--------- -------- -------- ---------- -------- --------
Net increase
(decrease) in net
assets resulting from
operations ............... (48,454) 68,553 27,132 66,663 148,448 22,467
From policyholder
transactions:
Net premiums from
policyholders ........... 192,556 109,802 39,070 616,308 152,629 141,892
Net benefits to
policyholders ........... (31,415) (45,555) (9,835) (39,267) (31,332) (34,941)
Net increase
(decrease) in policy
loans ................... -- -- -- -- -- --
--------- -------- -------- ---------- -------- --------
Net increase in net
assets resulting
from policyholder
transactions ............ 161,141 64,247 29,235 577,041 121,297 106,951
--------- -------- -------- ---------- -------- --------
Net increase in net
assets ................... 112,687 132,800 56,367 643,704 269,745 129,418
Net assets at
beginning of period ...... 257,807 125,007 68,640 525,502 255,757 126,339
--------- -------- -------- ---------- -------- --------
Net assets at end of
period ................... $ 370,494 $257,807 $125,007 $1,169,206 $525,502 $255,757
========= ======== ======== ========== ======== ========

See accompanying notes.

127

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

FRONTIER CAPITAL APPRECIATION SUBACCOUNT EMERGING MARKETS EQUITY SUBACCOUNT
----------------------------------------- -----------------------------------
2000 1999 1998 2000 1999 1998*
------------ -------------- ------------- ------------- ----------- ---------

Increase (decrease) in net assets from
operations:
Net investment income (loss) .................. $ 130,136 $ 8,771 $ (614) $ 58,591 $ 15,170 $ 1
Net realized gains (losses) ................... 68,311 (59,550) 23,061 19,902 1,838 (1)
Net unrealized appreciation (depreciation)
during the period ............................ (175,994) 89,369 (840) (571,486) 92,713 (48)
--------- ----------- ---------- ---------- -------- ----
Net increase (decrease) in net assets resulting
from operations ............................... 22,453 38,590 21,607 (492,993) 109,721 (48)
From policyholder transactions:
Net premiums from policyholders ............... 219,803 103,675 2,465,299 1,133,676 336,277 784
Net benefits to policyholders ................. (179,523) (2,221,410) (227,386) (337,143) (8,915) (7)
Net increase in policy loans .................. -- -- -- -- -- --
--------- ----------- ---------- ---------- -------- ----
Net increase (decrease) in net assets resulting
from policyholder transactions ................ 40,280 (2,117,735) 2,237,913 796,533 327,362 777
--------- ----------- ---------- ---------- -------- ----
Net increase (decrease) in net assets .......... 62,733 (2,079,145) 2,259,520 303,540 437,083 729
Net assets at beginning of period .............. 453,983 2,533,128 273,608 437,812 729 --
--------- ----------- ---------- ---------- -------- ----
Net assets at end of period .................... $ 516,716 $ 453,983 $2,533,128 $ 741,352 $437,812 $729
========= =========== ========== ========== ======== ====

BOND INDEX SUBACCOUNT SMALL /MID CAP CORE SUBACCOUNT
----------------------------- --------------------------------
2000 1999 1998* 2000 1999 1998*
--------- --------- -------- ---------- ---------- ------------

Increase (decrease) in
net assets from
operations:
Net investment income
(loss) .................. $ 6,712 $ 2,701 $ 285 $ 21,792 $ 6,364 $ (48)
Net realized gains
(losses) ................ (607) (1,613) (26) 1,505 1,093 (1,957)
Net unrealized
appreciation
(depreciation)
during the period ....... 6,100 (1,753) (147) (13,928) 4,719 1,888
-------- -------- ------- -------- -------- --------
Net increase
(decrease) in net
assets resulting from
operations ............... 12,205 (665) 112 9,369 12,176 (117)
From policyholder
transactions:
Net premiums from
policyholders ........... 196,240 80,921 16,730 479,768 44,493 52,673
Net benefits to
policyholders ........... (16,742) (20,596) (2,293) (6,951) (12,003) (19,857)
Net increase in
policy loans ............ -- -- -- -- -- --
-------- -------- ------- -------- -------- --------
Net increase in net
assets resulting from
policyholder
transactions ............. 179,498 60,325 14,437 472,817 32,490 32,816
-------- -------- ------- -------- -------- --------
Net increase in net
assets ................... 191,703 59,660 14,549 482,186 44,666 32,699
Net assets at
beginning of period ...... 74,209 14,549 -- 77,365 32,699 --
-------- -------- ------- -------- -------- --------
Net assets at end of
period ................... $265,912 $ 74,209 $14,549 $559,551 $ 77,365 $ 32,699
======== ======== ======= ======== ======== ========

-------------------------
* From May 1, 1998 (commencement of operations).

See accompanying notes.

128

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

HIGH YIELD BOND SUBACCOUNT CLIFTON ENHANCED US EQUITY SUBACCOUNT
-------------------------------- --------------------------------------
2000 1999 1998* 2000 1999**
----------- -------- ---------- ------------------ --------------------

Increase (decrease) in
net assets from
operations:
Net investment income .... $ 78,692 $ 2,791 $ 48 $ 3,190 $ 1,374
Net realized gains
(losses) ................ (12,114) (396) (108) 302 11
Net unrealized
appreciation
(depreciation)
during the period ....... (188,735) (1,172) (19) (5,562) 1,285
---------- ------- --------- ------- -------
Net increase
(decrease) in net
assets resulting from
operations ............... (122,157) 1,223 (79) (2,070) 2,670
From policyholder
transactions:
Net premiums from
policyholders ........... 1,514,684 69,375 108,274 16,541 15,505
Net benefits to
policyholders ........... (88,711) -- (102,742) (9,351) --
Net increase in
policy loans ............ -- -- -- -- --
---------- ------- --------- ------- -------
Net increase in net
assets resulting from
policyholder
transactions ............. 1,425,973 69,375 5,532 7,190 15,505
---------- ------- --------- ------- -------
Net increase in net
assets ................... 1,303,816 70,598 5,453 5,120 18,175
Net assets at
beginning of period ...... 76,051 5,453 -- 18,175 --
---------- ------- --------- ------- -------
Net assets at end of
period ................... $1,379,867 $76,051 $ 5,453 $23,295 $18,175
========== ======= ========= ======= =======

LARGE CAP
AGGRESSIVE FUNDAMENTAL AIM V.I. FIDELITY VIP
GROWTH GROWTH VALUE GROWTH FIDELITY VIP II
SUBACCOUNT SUBACCOUNT SUBACCOUNT SUBACCOUNT CONTRAFUND SUBACCOUNT
---------- ------------ ---------- ------------ ----------------------
2000*** 2000*** 2000*** 2000*** 2000***
---------- ------------ ---------- ------------ ----------------------

Increase (decrease) in
net assets from
operations:
Net investment income
(loss) .................. $ 30 $ 1,351 $ 230 $ (6) $ (12)
Net realized (losses) .... (8) (10) (11) (7) (4)
Net unrealized
(depreciation)
during the period ....... (616) (1,226) (1,068) (525) (366)
------ ----------- ------- ------ -------
Net increase
(decrease) in net
assets resulting from
operations ............... (594) 115 (849) (538) (382)
From policyholder
transactions:
Net premiums from
policyholders ........... 2,528 9,264,914 12,213 5,160 13,880
Net benefits to
policyholders ........... -- (9,251,776) (6,072) (394) (6,991)
Net increase in
policy loans ............ -- -- -- -- --
------ ----------- ------- ------ -------
Net increase in net
assets resulting from
policyholder
transactions ............. 2,528 13,138 6,141 4,766 6,889
------ ----------- ------- ------ -------
Net increase in net
assets ................... 1,934 13,253 5,292 4,228 6,507
Net assets at
beginning of period ...... -- -- -- -- --
------ ----------- ------- ------ -------
Net assets at end of
period ................... $1,934 $ 13,253 $ 5,292 $4,228 $ 6,507
====== =========== ======= ====== =======

-------------------------
* From May 1, 1998 (commencement of operations).
** From May 1, 1999 (commencement of operations).
*** From April 24, 2000 (commencement of operations).

See accompanying notes.

129

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

YEARS AND PERIODS ENDED DECEMBER 31,

JANUS ASPEN JANUS ASPEN MFS NEW
GLOBAL TECHNICAL WORLDWIDE GROWTH DISCOVERY
SUBACCOUNT SUBACCOUNT SERIES SUBACCOUNT
----------------- ---------------- -------------------
2000**** 2000**** 2000***
----------------- ---------------- -------------------

Increase (decrease) in
net assets from
operations:
Net investment income
(loss) .................... $ 16 $ (7) $ (19)
Net realized (losses) ...... (99) (71) (7)
Net unrealized
appreciation
(depreciation)
during the period ......... (1,649) (717) 197
------- ------ --------
Net increase
(decrease) in net
assets resulting from
operations ................. (1,732) (795) 171
From policyholder
transactions:
Net premiums from
policyholders ............. 5,487 5,929 37,394
Net benefits to
policyholders ............. -- (470) (18,758)
Net increase in
policy loans .............. -- -- --
------- ------ --------
Net increase in net
assets resulting
from policyholder
transactions ............... 5,487 5,459 18,636
------- ------ --------
Net increase in net
assets ..................... 3,755 4,664 18,807
Net assets at
beginning of period ........ -- -- --
------- ------ --------
Net assets at end of
period ..................... $ 3,755 $4,664 $ 18,807
======= ====== ========

-------------------------
*** From April 24, 2000 (commencement of operations).
**** From June 29, 2000 (commencement of operations).

See accompanying notes.

130

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2000

1. ORGANIZATION

John Hancock Variable Life Insurance Account UV (the Account) is a separate
investment account of John Hancock Mutual Life Insurance Company (JHMLICO or
John Hancock). John Hancock Variable Life Insurance Account UV was formed to
fund variable life insurance policies (Policies) issued by JHMLICO. The Account
is operated as a unit investment trust registered under the Investment Company
Act of 1940, as amended, and currently consists of thirty-four subaccounts. The
assets of each subaccount are invested exclusively in shares of a corresponding
Fund of John Hancock Variable Series Trust I (the Trust) or Outside Trust. New
subaccounts may be added as new Funds are added to the Trust or to Outside
Trust, or as other investment options are developed, and made available to
policyholders. The thirty-four Funds of the Trust and Outside Trust which are
currently available are the Large Cap Growth, Active Bond (formerly, Sovereign
Bond), International Equity Index, Small Cap Growth, Global Balanced (formerly,
International Balanced), Mid Cap Growth, Large Cap Value, Money Market, Mid Cap
Value, Small/Mid Cap Growth, Real Estate Equity, Growth & Income, Managed,
Short-Term Bond, Small Cap Equity (formerly, Small Cap Value), International
Opportunities, Equity Index, Global Bond (formerly, Strategic Bond), Turner Core
Growth, Brandes International Equity, Frontier Capital Appreciation, Emerging
Markets Equity, Bond Index, Small/Mid Cap CORE, High Yield Bond, Clifton
Enhanced US Equity, Large Cap Aggressive Growth, Fundamental Growth (formerly,
Fundamental Mid Cap Growth), AIM V.I. Value, Fidelity VIP Growth, Fidelity VIP
II Contrafund, Janus Aspen Global Technology, Janus Aspen Worldwide Growth, and
MFS New Discovery Series subaccounts. Each Fund has a different investment
objective.

The net assets of the Account may not be less than the amount required under
state insurance law to provide for death benefits (without regard to the minimum
death benefit guarantee) and other policy benefits. Additional assets are held
in JHMLICO's general account to cover the contingency that the guaranteed
minimum death benefit might exceed the death benefit which would have been
payable in the absence of such guarantee.

The assets of the Account are the property of JHMLICO. The portion of the
Account's assets applicable to the policies may not be charged with liabilities
arising out of any other business JHMLICO may conduct.

2. SIGNIFICANT ACCOUNTING POLICIES

ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent assets and liabilities, at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

VALUATION OF INVESTMENTS

Investment in shares of the Trust and of Outside Trust are valued at the
reported net asset values of the respective Funds. Investment transactions are
recorded on the trade date. Dividend income is recognized on the ex-dividend
date. Realized gains and losses on sales of respective Fund shares are
determined on the basis of identified cost.

131

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

FEDERAL INCOME TAXES

The operations of the Account are included in the federal income tax return of
JHMLICO, which is taxed as a life insurance company under the Internal Revenue
Code. JHMLICO has the right to charge the Account any federal income taxes, or
provision for federal income taxes, attributable to the operations of the
Account or to the Policies funded in the Account. Currently, JHMLICO does not
make a charge for income or other taxes. Charges for state and local taxes, if
any, attributable to the Account may also be made.

EXPENSES

JHMLICO assumes mortality and expense risks of the variable life insurance
policies for which asset charges are deducted at various rates ranging from .50%
to .625%, depending on the type of policy, of net assets (excluding policy
loans) of the Account. Additionally, a monthly charge at varying levels for the
cost of extra insurance is deducted from the net assets of the Account.

JHMLICO makes certain deductions for administrative expenses and state premium
taxes from premium payments before amounts are transferred to the Account.

POLICY LOANS

Policy loans represent outstanding loans plus accrued interest. Interest is
accrued (net of a charge for policy loan administration determined at an annual
rate of .75% of the aggregate amount of policyholder indebtedness) and
compounded daily.

3. TRANSACTIONS WITH AFFILIATES

JHMLICO acts as the distributor, principal underwriter and investment advisor
for the Fund.

Certain officers of the Account are officers and directors of JHMLICO or the
Fund.

132

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. DETAILS OF INVESTMENTS

The details of the shares owned and cost and value of investments in the
Subaccounts of the Trust and of Outside Trusts at December 31, 2000 were as
follows:

SUBACCOUNT SHARES OWNED COST VALUE
- --------------------------------------------------------------------------------
Large Cap Growth 2,134,279 $ 49,726,695 $ 40,309,354
Active Bond 9,220,332 89,132,947 87,068,487
International Equity Index 418,581 7,018,825 6,443,455
Small Cap Growth 469,884 7,618,520 6,381,819
Global Balanced 18,730 195,343 173,721
Mid Cap Growth 940,768 21,821,280 14,676,946
Large Cap Value 1,042,527 14,485,880 14,990,188
Money Market 2,396,674 23,979,125 23,979,125
Mid Cap Value 573,188 7,672,317 8,399,009
Small/Mid Cap Growth 427,288 6,411,225 5,855,422
Real Estate Equity 410,488 5,654,057 5,654,199
Growth & Income 16,464,612 264,186,266 233,488,134
Managed 7,151,246 101,360,593 98,868,851
Short-Term Bond 36,191 357,048 356,968
Small Cap Equity 453,079 5,074,119 4,141,822
International Opportunities 916,359 12,702,732 10,859,971
Equity Index 2,839,312 56,110,489 50,096,716
Global Bond 109,624 1,123,879 1,139,861
Turner Core Growth 21,099 436,949 370,494
Brandes International Equity 78,208 1,075,621 1,169,206
Frontier Capital
Appreciation 29,955 570,395 516,716
Emerging Markets 110,662,958 1,220,174 741,352
Bond Index 27,296 261,716 265,912
Small/Mid Cap CORE 57,007 566,872 559,551
High Yield Bond 182,888 1,569,793 1,379,867
Clifton Enhanced U.S.
Equity 1,427 27,572 23,295
Large Cap Aggressive
Growth 203 2,550 1,934
Fundamental Growth 1,059 14,479 13,253
AIM V.I. Value 194 6,361 5,292
Fidelity VIP Growth 97 4,753 4,228
Fidelity VIP II Contrafund 275 6,874 6,507
Janus Aspen Global
Technology 573 5,404 3,755
Janus Aspen Worldwide
Growth 127 5,380 4,664
MFS New Discovery Series 1,132 18,610 18,807

133

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. DETAILS OF INVESTMENTS (CONTINUED)

Purchases, including reinvestment of dividend distributions and proceeds from
the sales of shares in the Subaccounts of the Trust and of Outside Trusts during
2000 were as follows:

SUBACCOUNT PURCHASES SALES
- --------------------------------------------------------------------------------
Large Cap Growth $18,258,586 $ 4,179,799
Active Bond 21,683,388 8,059,756
International Equity Inde 1,819,131 600,051
Small Cap Growth 4,728,339 363,705
Global Balanced 73,877 74,938
Mid Cap Growth 15,044,085 4,179,188
Large Cap Value 8,324,134 2,404,233
Money Market 25,074,870 19,446,917
Mid Cap Value 3,589,187 698,784
Small/Mid Cap Growth 1,603,684 1,094,974
Real Estate Equity 1,807,284 703,801
Growth & Income 57,305,890 53,160,381
Managed 15,768,185 12,350,769
Short-Term Bond 168,738 55,151
Small Cap Equity 1,883,002 429,250
International Opportunities 11,983,910 2,604,191
Equity Index 46,207,986 2,967,617
Global Bond 456,473 195,388
Turner Core Growth 260,382 48,624
Brandes International Equity 707,500 42,497
Frontier Capital Appreciation 364,918 194,503
Emerging Markets 1,122,971 267,846
Bond Index 332,405 146,196
Small/Mid Cap CORE 504,485 9,875
High Yield Bond 1,777,756 273,092
Clifton Enhanced U.S. Equity 19,876 9,496
Large Cap Aggressive Growth 2,611 52
Fundamental Growth 14,558 69
AIM V.I. Value 6,455 83
Fidelity VIP Growth 4,825 65
Fidelity VIP II Contrafund 6,967 89
Janus Aspen Global Technology. 5,776 273
Janus Aspen Worldwide Growth 5,930 479
MFS New Discovery Series 18,733 116

134

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. NET ASSETS

Accumulation shares attributable to net assets of policyholders and accumulation
share values for each Subaccount at December 31, 2000 were as follows:

UV VLI CLASS #1 UV VLI CLASS #2 UV MVL CLASS #3
---------------------------------------------------------------------------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
- -----------------------------------------------------------------------------------------------------------------------------

Large Cap Growth 301,994 $ 71 -- -- 47,403 $65.04
Active Bond 301,994 62 301,994 $ 62.65 19,396 26.01
International Equity Index 301,994 23 -- -- 21,835 22.61
Small Cap Growth -- -- -- -- 84,323 16.94
Global Balanced -- -- -- -- 6,978 12.01
Mid Cap Growth -- -- -- -- 150,842 22.69
Large Cap Value -- -- -- -- 69,602 18.15
Money Market 301,994 33 301,994 33.36 149,377 19.12
Mid Cap Value -- -- -- -- 81,913 17.95
Small/Mid Cap Growth -- -- -- -- 27,289 21.50
Real Estate Equity 301,994 29 -- -- 20,927 29.12
Growth & Income 301,994 162 301,994 162.20 134,966 58.85
Managed 301,994 46 -- -- 52,738 39.43
Short-Term Bond -- -- -- -- 5,572 16.94
Small Cap Equity -- -- -- -- 38,204 11.15
International Opportunities -- -- -- -- 34,841 13.75
Equity Index -- -- -- -- 266,104 20.84
Global Bond -- -- -- -- 23,292 13.54
Turner Core Growth -- -- -- -- 4,834 23.25
Brandes International Equity -- -- -- -- 19,563 17.87
Frontier Capital Appreciation -- -- -- -- 2,760 22.59
Emerging Markets Equity -- -- -- -- 17,441 7.62
Bond Index -- -- -- -- 5,016 11.49
Small/Mid Cap CORE -- -- -- -- 3,381 11.19
High Yield Bond -- -- -- -- 31,917 8.95
Clifton Enhanced US Equity -- -- -- -- 1,965 11.85
Large Cap Aggressive Growth -- -- -- -- -- --
Fundamental Growth -- -- -- -- -- --
AIM V.I. Value -- -- -- -- -- --
Fidelity VIP Growth -- -- -- -- -- --
Fidelity VIP II Contrafund -- -- -- -- -- --
Janus Aspen Global
Technology -- -- -- -- -- --
Janus Aspen Worldwide
Growth -- -- -- -- -- --
MFS New Discovery Series -- -- -- -- -- --

135

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. NET ASSETS (CONTINUED)

UV FLEX CLASS #4 UV FLEX II CLASS #5 UV FLEX CLASS #9
---------------------------------------------------------------------------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES SHARES SHARE VALUES
- -----------------------------------------------------------------------------------------------------------------------------

Large Cap Growth 355,536 $65.04 27,727 $65.04 2,052 $28.09
Active Bond 1,688,399 26.01 12,973 26.01 -- 15.25
International Equity Index 151,89 22.61 11,943 22.61 -- --
Small Cap Growth 240,785 16.94 35,289 16.94 -- 17.00
Global Balanced 3,671 12.01 3,495 12.01 -- 12.05
Mid Cap Growth 417,189 22.69 45,217 22.69 -- 22.77
Large Cap Value 681,933 18.15 44,769 18.15 -- 18.22
Money Market 639,493 19.12 9,562 19.12 -- 13.91
Mid Cap Value 325,982 17.95 30,538 17.95 -- 18.01
Small/Mid Cap Growth 225,097 21.50 9,052 21.50 -- 21.61
Real Estate Equity 109,667 29.11 8,662 29.11 -- 19.07
Growth & Income 1,397,476 58.85 72,875 58.85 3,195 26.87
Managed 1,120,465 39.43 34,455 39.42 -- 20.90
Short-Term Bond 14,895 13.94 3,097 13.94 -- 14.01
Small Cap Equity 290,429 11.15 26,171 11.15 -- 11.19
International Opportunities 711,861 13.75 13,887 13.75 4,650 13.79
Equity Index 1,994,107 20.84 71,508 20.84 -- 20.91
Global Bond 47,066 13.54 9,112 13.54 -- 13.58
Turner Core Growth 11,094 23.25 -- 23.25 -- 25.11
Brandes International Equity 34,475 17.87 525 17.87 -- 17.72
Frontier Capital Appreciation 14,908 22.59 275 22.59 4,318 24.40
Emerging Markets Equity 62,103 7.62 7,993 7.62 -- 7.62
Bond Index 17,515 11.49 279 11.49 131 11.50
Small/Mid Cap CORE 30,190 11.19 1,187 11.19 619 11.20
High Yield Bond 119,207 8.95 2,037 8.95 150 8.96
Clifton Enhanced US Equity -- 11.85 -- 11.85 -- 15.66
Large Cap Aggressive Growth -- -- -- -- -- 8.15
Fundamental Growth -- -- -- -- -- 10.29
AIM V.I. Value -- -- -- -- -- 8.43
Fidelity VIP Growth -- -- -- -- -- 9.00
Fidelity VIP II Contrafund -- -- -- -- -- 9.64
Janus Aspen Global
Technology -- -- -- -- -- 6.75
Janus Aspen Worldwide
Growth -- -- -- -- -- 8.33
MFS New Discovery Series -- -- -- -- -- 10.01

136

JOHN HANCOCK VARIABLE LIFE INSURANCE ACCOUNT UV

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. NET ASSETS (CONTINUED)

UV FLEX CLASS #7 UV FLEX CLASS #8
-------------------------------------------------
ACCUMULATION ACCUMULATION ACCUMULATION ACCUMULATION
SUBACCOUNT SHARES SHARE VALUES SHARES SHARE VALUES
- ---------------------------------------------------------------------------------

Large Cap Growth 19,225 $27.90 15,279 $28.00
Active Bond 16,904 15.14 5,716 15.20
International Equity
Index 16,614 14.38 6,359 14.43
Small Cap Growth 13,382 16.92 2,435 16.96
Global Balanced 306 12.00 -- 12.02
Mid Cap Growth 18,928 22.66 13,296 22.72
Large Cap Value 16,837 18.13 11,888 18.17
Money Market 39,349 13.82 41,887 13.86
Mid Cap Value 25,905 17.93 739 17.97
Small/Mid Cap Growth 5,259 21.47 5,994 21.54
Real Estate Equity 994 18.94 -- 18.90
Growth & Income 76,640 26.69 31,028 26.78
Managed 18,772 20.76 11,996 20.83
Short-Term Bond 1,913 13.92 -- 13.96
Small Cap Equity 14,147 11.14 2,300 11.17
International
Opportunities 15,888 13.73 8,391 13.76
Equity Index 43,161 20.82 28,088 20.87
Global Bond 4,702 13.52 -- 13.55
Turner Core Growth -- 24.98 -- 25.05
Brandes International
Equity 723 17.63 10.258 17.67
Frontier Capital
Appreciation -- 24.46 225 24.34
Emerging Markets
Equity -- 7.63 8,858 7.61
Bond Index -- 11.51 194 11.49
Small/Mid Cap CORE -- 11.22 14,619 11.19
High Yield Bond -- 8.97 829 8.95
Clifton Enhanced US
Equity -- 15.69 -- 15.64
Large Cap Aggressive
Growth -- 8.15 238 8.14
Fundamental Growth -- 10.30 1,288 10.29
AIM V.I. Value -- 8.43 628 8.42
Fidelity VIP Growth -- 9.00 470 9.00
Fidelity VIP II
Contrafund -- 9.65 675 9.64
Janus Aspen Global
Technology -- 6.75 556 6.75
Janus Aspen Worldwide
Growth -- 8.33 560 8.33
MFS New Discovery
Series -- 10.02 1,879 10.01

137

ALPHABETICAL INDEX OF KEY WORDS AND PHRASES

This index should help you locate more information about many of the important
concepts in this prospectus.

KEY WORD OR PHRASE PAGE KEY WORD OR PHRASE PAGE

Account ............................ 34 modified endowment.................. 42
account value ...................... 9 monthly deduction date.............. 36
Additional Sum Insured ............. 16 Option A; Option B.................. 17
annual processing date ............. 17 optional rider benefits............. 19
asset-based risk charge ............ 10 optional extra death benefit feature 17
attained age ....................... 10 owner............................... 5
Basic Sum Insured .................. 16 partial withdrawal.................. 15
beneficiary ........................ 45 partial withdrawal charge........... 11
business day ....................... 35 payment options..................... 20
changing Option A or B ............. 19 Planned Premium..................... 7
changing the Total Sum Insured ..... 19 policy anniversary.................. 36
charges ............................ 9 policy split option................. 18
Code ............................... 41 policy year......................... 36
cost of insurance rates ............ 10 premium; premium payment............ 5
date of issue ...................... 36 prospectus.......................... 3
death benefit ...................... 5 receive; receipt.................... 22
deductions ......................... 9 reinstate; reinstatement............ 7
dollar cost averaging .............. 15 sales charge........................ 9
expenses of the Series Funds ....... 11 SEC................................. 2
fixed investment option ............ 35 Separate Account UV................. 34
full surrender ..................... 15 Series Funds........................ 2
fund ............................... 2 Servicing Office.................... 2
grace period ....................... 7 special loan account................ 16
guaranteed minimum death benefit ... 7 subaccount.......................... 34
Guaranteed Minimum Death Benefit
Premium ........................... 8 surrender........................... 5
insurance charge ................... 10 surrender value..................... 15
insured person ..................... 5 Target Premium...................... 10
investment options ................. 1 tax considerations.................. 41
John Hancock ....................... 34 telephone transfers................. 23
lapse .............................. 7 Total Sum Insured................... 16
loan ............................... 15 transfers of account value.......... 14
loan interest ...................... 16 variable investment options......... 1
maximum premiums ................... 6 we; us.............................. 34
Minimum Initial Premium ............ 35 withdrawal.......................... 15
minimum insurance amount ........... 17 withdrawal charge................... 11
minimum premiums ................... 6 you; your........................... 5

138

PART II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file with
the Securities and Exchange Commission such supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred in that Section.

REPRESENTATION OF REASONABLENESS

John Hancock Life Insurance Company represents that the fees and
charges deducted under the Policies, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.

UNDERTAKING REGARDING INDEMNIFICATION

Pursuant to Article 8 of John Hancock's Bylaws and Chapter 156B, Section
67 of the Massachusetts Business Corporation Law, John Hancock indemnifies each
director, former director, officer, and former officer, and his heirs and legal
representatives from liability incurred or imposed in connection with any legal
action in which he may be involved by reason of any alleged act or omission as
an officer or a director of John Hancock.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and Documents:

The facing sheet.

The prospectus containing 138 pages.

The undertaking to file reports.

The undertaking regarding indemnification.

The signatures.

The following exhibits:

I.A. (1) John Hancock Board Resolution establishing the separate account,
incorporated by reference to Post-Effective Amendment No. 3 to
(File No. 33-63842) Form S-6 Registration Statement, filed March
5, 1996.

(2) Not Applicable

(3) (a) Form of Distribution Agreement by and among Signator Investors
Inc., (formerly known as "John Hancock Distributors, Inc.",)
John Hancock Life Insurance Company (formerly known as "John
Hancock Mutual Life Insurance Company"), and John Hancock
Variable Life Insurance Company, incorporated by reference from
Pre-Effective Amendment No. 2 to Form S-6 Registration Statement
of John Hancock Variable Life Account S (File No. 333-15075)
filed April 18, 1997.

(b) Specimen Variable Contracts Selling Agreement between Signator
Investors, Inc. and selling broker-dealers, incorporated by
reference from Pre-Effective Amendment No. 2 to Form S-6
Registration Statement of John Hancock Variable Life Account S
(File No. 333-15075) filed April 18, 1997.

(d) Form of marketing and Distribution Agreement between John
Hancock Life Insurance Company, and John Hancock Funds, Inc.,
incorporated by reference to John Hancock Variable Annuity
Account H Initial Registration Statement (File No. 811-0711),
filed on July 18, 1996.

(e) Form of Soliciting Dealer Agreement between John Hancock Funds,
Inc., and soliciting broker-dealers or financial institutions
participating in distribution of Contracts, incorporated by
reference to Form S-1 Registration Statement for John Hancock
Variable Life Insurance Company (File No. 33-64945), filed
electronically on April 23, 1997.

(f) Schedule of sales commissions included in Exhibit 1.A.(3) (d)
above

(4) Not Applicable

(5) Form of flexible premium variable life insurance policy,
incorporated by reference to the initial registration statement to
File No. 333-70734, Filed on October 2, 2001.

(6) Restated Articles of Organization and Restated and Amendment of By-
Laws are incorporated by reference from Form S-6 to Post-Effective
Amendment No. 10 (File 333-76662), filed on March 7, 2001.

(7) Not Applicable.

(8) (a) Participation Agreement Among Variable Insurance Products Fund
II, Fidelity Distributors Corporation and John Hancock Mutual
Life Insurance Company, filed in Post-Effective Amendment No. 1
to file No. 333-81127, filed May 4, 2000.

(b) Participation Agreement Among Variable Insurance Products Fund,
Fidelity Distributors Corporation and John Hancock Mutual Life
Insurance Company, filed in Post-Effective Amendment No. 1 to
file No. 333-81127, filed May 4, 2000.

(c) Participation Agreement Among MFS Variable Insurance Trust, John
Hancock Mutual life Insurance Company and Massachusetts
Financial Services Company, filed in Post-Effective Amendment
No. 1 to file No. 333-81127, filed May 4, 2000.

(d) Participation Agreement By and Among AIM Variable Insurance
Funds, Inc., AIM Distributors, Inc., John Hancock Mutual Life
Insurance Company and Certain Of Its Affiliated Insurance
Companies, Each On Behalf Of Itself And Its Separate Accounts,
And John Hancock Funds, Inc., filed in Post-Effective Amendment
No. 1 to file No. 333-81127, filed May 4, 2000.

(e) Participation Agreement between Janus Aspen Series, Janus
Capital Corp., and John Hancock Variable Life Insurance Company,
incorporated by reference to File 333-425, filed on Form S-6 on
November 1, 2001.

(9) Not Applicable.

(10) Form of application for Policy, incorporated by reference to the
initial registration statement to File No 333-70734, Filed on
October 2, 2001.

(11) Not applicable. The Registrant invests only in shares of open-end
Funds.

2. Included as exhibit 1.A(5) above

3. Opinion and consent of counsel as to securities being registered to be filed
by pre-effective amendment.

4. Not Applicable

5. Not Applicable

6. Opinion and consent of actuary, to be filed by pre-effective amendment.

7. Consent of independent auditors, to be filed by pre-effective amendment.

8. Memorandum describing John Hancock's issuance, transfer and redemption
procedures for the policy pursuant to Rule 6e-2(b)(l2)(ii)included in Post-
Effective Amendment No. 3 to this Form S-6 Registration Statement,
incorporated by reference to this file, filed March 5, 1996.

9. Power of attorney for David F. D'Alessandro, Foster L. Aborn, I. MacAllister
Booth, Wayne A. Budd, John M. Connors, Jr., John De Ciccio, Robert E. Fast,
Kathleen Foley Feldstein, Nelson F. Gifford, Michael C. Hawley, Edward H.
Linde, Judith A. McHale, R. Robert Popeo, Richard F. Syron and Robert J.
Tarr are incorporated by reference to File No. 333-67744, the initial
registration statement filed on August 16, 2001. Power of attorney for
Thomas P. Glynn, incorporated by reference to the initial registration
statement to File No. 333-70734, Filed on October 2, 2001.

Pursuant to the requirements of the Securities Act of 1933, John
Hancock Life Insurance Company has duly caused this Initial Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and attested, all in the City of Boston and Commonwealth of
Massachusetts on the 9th day of November, 2001.

On behalf of the Registrant

By John Hancock Life Insurance Company
(Depositor)

By /s/ DAVID F. D'ALESSANDRO
---------------------------------
David F. D'Alessandro
Chairman, President and Chief
Executive Officer

Attest: /s/ RONALD J. BOCAGE
----------------------
Ronald J. Bocage
Vice President and Counsel

Pursuant to the requirements of the Securities Act of 1933, this Initial
Registration Statement has been signed below by the following persons in the
capacities with John Hancock Life Insurance Company and on the dates indicated.

SIGNATURE TITLE DATE
- --------- ----- ----
/s/ THOMAS E. MOLONEY Chief Financial Officer
---------------------- (Principal Financial Officer
Thomas E. Moloney and Principal Accounting
Officer) November 9, 2001

Chairman, President and Chief
Executive Officer
/s/ DAVID F. D'ALESSANDRO (Principal Executive Officer)
------------------------
David F. D'Alessandro November 9, 2001
for himself and as Attorney-in-Fact FOR:

Foster L. Aborn Director
I. MacAllister Booth Director
Wayne A. Budd Director
John M. Connors, Jr. Director
John M. DeCiccio Director
Robert E. Fast Director
Kathleen Foley Feldstein Director
Nelson F. Gifford Director
Thomas P. Glynn Director
Michael C. Hawley Director
Edward H. Linde Director
Judith A. McHale Director
R. Robert Popeo Director
Richard F. Syron Director
Robert J. Tarr, Jr. Director